Urban One Inc SEC Filings

Urban One, Inc. ownership update: a group of Citadel entities and Kenneth Griffin report shared beneficial ownership of 1,866 shares of Class A common stock, representing 0.3% of the outstanding shares. The filing states the 0.3% figure is based on 615,021 shares outstanding as of March 18, 2026.

The statement clarifies voting and dispositive powers are shared (1,866 shares) and that certain affiliated entities report 0 shares beneficially owned. The filing is an amendment to a Schedule 13G/A and is signed by an authorized representative.

Urban One reported weaker results for the first quarter of 2026. Net revenue was about $77.7 million, down 15.8% from a year earlier, and the company posted an operating loss of about $2.2 million versus operating income previously. Broadcast and digital operating income fell to roughly $14.9 million, while Adjusted EBITDA declined to about $4.7 million from $12.9 million. Net loss improved to about $3.1 million, or $(0.69) per share, compared with a loss of $11.7 million, or $(2.64) per share. Urban One reduced long-term debt by $60.2 million year-to-date and guided to approximately $60 million in Adjusted EBITDA for full-year 2026, including contributions from recent station acquisitions and asset sales.

Urban One reported weaker results for the first quarter of 2026. Net revenue was about $77.7 million, down 15.8% from a year earlier, and the company posted an operating loss of about $2.2 million versus operating income previously. Broadcast and digital operating income fell to roughly $14.9 million, while Adjusted EBITDA declined to about $4.7 million from $12.9 million. Net loss improved to about $3.1 million, or $(0.69) per share, compared with a loss of $11.7 million, or $(2.64) per share. Urban One reduced long-term debt by $60.2 million year-to-date and guided to approximately $60 million in Adjusted EBITDA for full-year 2026, including contributions from recent station acquisitions and asset sales.

Urban One, Inc. reported a net loss attributable to common stockholders of $3.1 million for the three months ended March 31, 2026, a substantial improvement from a loss of $11.7 million a year earlier. Net revenue declined 15.8% to $77.7 million from $92.2 million, driven by lower advertising and affiliate revenue across Radio Broadcasting, Digital, and Cable Television.

Operating performance weakened as the company swung to an operating loss of $2.2 million from operating income of $2.1 million, mainly due to lower revenue and higher depreciation and amortization, including amortization of radio broadcasting licenses. However, interest expense fell sharply to $4.4 million from $10.9 million, reflecting lower debt balances and effective rates, and the company recorded a $2.1 million gain on retirement of 2028 Notes.

Adjusted EBITDA was $4.7 million, down from $12.9 million, and broadcast and digital operating income declined to $14.9 million from $23.0 million, with all segments affected. Liquidity remained solid, with cash, cash equivalents and restricted cash of $28.0 million and an asset-backed facility borrowing capacity of about $31.8 million as of March 31, 2026. The company continued to repurchase debt, including 2031 Second Lien Notes and 2028 Notes, and remains in compliance with its covenants.

Urban One, Inc. reported a net loss attributable to common stockholders of $3.1 million for the three months ended March 31, 2026, a substantial improvement from a loss of $11.7 million a year earlier. Net revenue declined 15.8% to $77.7 million from $92.2 million, driven by lower advertising and affiliate revenue across Radio Broadcasting, Digital, and Cable Television.

Operating performance weakened as the company swung to an operating loss of $2.2 million from operating income of $2.1 million, mainly due to lower revenue and higher depreciation and amortization, including amortization of radio broadcasting licenses. However, interest expense fell sharply to $4.4 million from $10.9 million, reflecting lower debt balances and effective rates, and the company recorded a $2.1 million gain on retirement of 2028 Notes.

Adjusted EBITDA was $4.7 million, down from $12.9 million, and broadcast and digital operating income declined to $14.9 million from $23.0 million, with all segments affected. Liquidity remained solid, with cash, cash equivalents and restricted cash of $28.0 million and an asset-backed facility borrowing capacity of about $31.8 million as of March 31, 2026. The company continued to repurchase debt, including 2031 Second Lien Notes and 2028 Notes, and remains in compliance with its covenants.

Urban One, Inc. is asking stockholders to vote at a fully telephonic 2026 annual meeting on June 11, 2026. Class A holders will elect two Class A directors, while Class A and Class B holders together will elect four additional directors, approve a new 2026 Equity and Performance Incentive Plan, and ratify PricewaterhouseCoopers LLP as auditor for 2026.

The proxy details a controlled governance structure in which Catherine L. Hughes and CEO Alfred C. Liggins III together hold about 86% of voting power, allowing them to elect the board and support all proposals. It explains board committees, NASDAQ “controlled company” exemptions, and a pay program emphasizing high base salaries, annual bonuses tied to performance, and significant equity awards. It also highlights a 1‑for‑10 reverse stock split effective January 22, 2026, diversity statistics, and extensive community and ESG initiatives.

Urban One, Inc. is asking stockholders to vote at a fully telephonic 2026 annual meeting on June 11, 2026. Class A holders will elect two Class A directors, while Class A and Class B holders together will elect four additional directors, approve a new 2026 Equity and Performance Incentive Plan, and ratify PricewaterhouseCoopers LLP as auditor for 2026.

The proxy details a controlled governance structure in which Catherine L. Hughes and CEO Alfred C. Liggins III together hold about 86% of voting power, allowing them to elect the board and support all proposals. It explains board committees, NASDAQ “controlled company” exemptions, and a pay program emphasizing high base salaries, annual bonuses tied to performance, and significant equity awards. It also highlights a 1‑for‑10 reverse stock split effective January 22, 2026, diversity statistics, and extensive community and ESG initiatives.

Urban One, Inc. has entered into an agreement to acquire Service Broadcasting Group, LLC, including Dallas radio stations KKDA and KRNB, and separately agreed to sell station KZMJ to Fuzion Dallas, LLC. Both transactions are subject to Federal Communications Commission approval and other customary closing conditions.

The company describes the acquisition as accretive and part of its consolidation strategy to scale in high‑growth regions where its target audience is concentrated. Management highlights that adding KKDA and KRNB is intended to expand Urban One’s reach in the Dallas market, strengthen its ability to deliver local, community‑focused content, and offer advertisers broader market coverage.

Urban One notes that, as of March 31, 2026, it owned and/or operated 76 revenue‑producing broadcast stations across multiple markets, along with television, digital, and syndicated programming assets that collectively focus on Black American and urban audiences.

Urban One, Inc. has entered into an agreement to acquire Service Broadcasting Group, LLC, including Dallas radio stations KKDA and KRNB, and separately agreed to sell station KZMJ to Fuzion Dallas, LLC. Both transactions are subject to Federal Communications Commission approval and other customary closing conditions.

The company describes the acquisition as accretive and part of its consolidation strategy to scale in high‑growth regions where its target audience is concentrated. Management highlights that adding KKDA and KRNB is intended to expand Urban One’s reach in the Dallas market, strengthen its ability to deliver local, community‑focused content, and offer advertisers broader market coverage.

Urban One notes that, as of March 31, 2026, it owned and/or operated 76 revenue‑producing broadcast stations across multiple markets, along with television, digital, and syndicated programming assets that collectively focus on Black American and urban audiences.

Urban One, Inc. describes a diversified urban-focused media business spanning radio broadcasting, cable networks TV One and CLEO TV, the Reach Media syndication platform, and digital brands such as iONE Digital, Bossip, HipHopWired and MadameNoire. As of December 31, 2025, it owned or operated 76 revenue‑producing stations across 13 major African-American markets and employed 864 full‑time and 408 part‑time staff.

In December 2025, Urban One refinanced substantially all of its then‑outstanding debt, issuing $291.02 million of 7.625% Second Lien Senior Secured Notes due 2031 and $60.6 million of 10.500% First Lien Senior Secured Notes due 2030, alongside an amended ABL facility with up to $75 million in commitments and $25 million of incremental capacity.

The company used proceeds and cash to purchase $185.0 million of its 7.375% Senior Secured Notes due 2028, pay a $1.1 million consent fee, interest, and related expenses. On January 22, 2026, Urban One executed a 1‑for‑10 reverse stock split across all common classes to regain compliance with Nasdaq’s $1.00 minimum bid price requirement, and later received confirmation of compliance, while warning that newer Nasdaq rules heighten future delisting risk if the price falls again.

The filing highlights that approximately 35.0% of 2025 net revenue came from core radio advertising, with seven key markets contributing about 78.6% of radio station net revenue and, together with Reach Media, roughly 37.5% of consolidated net revenue. Urban One also discloses material weaknesses in internal control over financial reporting and details broad risk factors, including economic downturns, inflation, advertising cyclicality, evolving FCC and Nasdaq regulation, and emerging threats from AI-driven content and audience fragmentation.

Urban One, Inc. describes a diversified urban-focused media business spanning radio broadcasting, cable networks TV One and CLEO TV, the Reach Media syndication platform, and digital brands such as iONE Digital, Bossip, HipHopWired and MadameNoire. As of December 31, 2025, it owned or operated 76 revenue‑producing stations across 13 major African-American markets and employed 864 full‑time and 408 part‑time staff.

In December 2025, Urban One refinanced substantially all of its then‑outstanding debt, issuing $291.02 million of 7.625% Second Lien Senior Secured Notes due 2031 and $60.6 million of 10.500% First Lien Senior Secured Notes due 2030, alongside an amended ABL facility with up to $75 million in commitments and $25 million of incremental capacity.

The company used proceeds and cash to purchase $185.0 million of its 7.375% Senior Secured Notes due 2028, pay a $1.1 million consent fee, interest, and related expenses. On January 22, 2026, Urban One executed a 1‑for‑10 reverse stock split across all common classes to regain compliance with Nasdaq’s $1.00 minimum bid price requirement, and later received confirmation of compliance, while warning that newer Nasdaq rules heighten future delisting risk if the price falls again.

The filing highlights that approximately 35.0% of 2025 net revenue came from core radio advertising, with seven key markets contributing about 78.6% of radio station net revenue and, together with Reach Media, roughly 37.5% of consolidated net revenue. Urban One also discloses material weaknesses in internal control over financial reporting and details broad risk factors, including economic downturns, inflation, advertising cyclicality, evolving FCC and Nasdaq regulation, and emerging threats from AI-driven content and audience fragmentation.

Urban One, Inc. reported weak fourth quarter 2025 results, with net revenue of $97.8 million, down 16.5% from a year earlier. The company posted an operating loss of $54.0 million and a net loss of $54.4 million, or $(12.24) per share.

Profitability metrics softened as broadcast and digital operating income fell to $23.8 million and Adjusted EBITDA declined to $15.6 million. Full-year 2025 net revenue was $374.4 million with Adjusted EBITDA of $56.7 million, well below 2024 levels, driven in part by goodwill and intangible impairments totaling $191.8 million.

The company completed a major 2025 refinancing, exchanging $185.0 million of 7.375% 2028 Notes, issuing new 10.500% First Lien Notes due 2030 and 7.625% Second Lien Notes due 2031, and amending its ABL facility to commitments of up to $75.0 million. Total long-term debt, net, fell to $429.7 million at December 31, 2025, and management reported outstanding total debt of about $359.1 million as of March 12, 2026.

Urban One, Inc. reported weak fourth quarter 2025 results, with net revenue of $97.8 million, down 16.5% from a year earlier. The company posted an operating loss of $54.0 million and a net loss of $54.4 million, or $(12.24) per share.

Profitability metrics softened as broadcast and digital operating income fell to $23.8 million and Adjusted EBITDA declined to $15.6 million. Full-year 2025 net revenue was $374.4 million with Adjusted EBITDA of $56.7 million, well below 2024 levels, driven in part by goodwill and intangible impairments totaling $191.8 million.

The company completed a major 2025 refinancing, exchanging $185.0 million of 7.375% 2028 Notes, issuing new 10.500% First Lien Notes due 2030 and 7.625% Second Lien Notes due 2031, and amending its ABL facility to commitments of up to $75.0 million. Total long-term debt, net, fell to $429.7 million at December 31, 2025, and management reported outstanding total debt of about $359.1 million as of March 12, 2026.

Citadel-affiliated entities and Kenneth Griffin have filed a Schedule 13G reporting a sizable passive stake in Urban One, Inc. They may be deemed to beneficially own 579,699 Class A common shares, representing 9.4% of the class, based on 6,150,809 shares outstanding as of October 30, 2025.

The filing attributes shared voting and dispositive power over these 579,699 shares to Citadel Securities LLC, Citadel Securities Group LP, Citadel Securities GP LLC, and Mr. Griffin, with no sole voting or dispositive power reported. The securities are certified as acquired and held in the ordinary course of business, not for the purpose of changing or influencing control of Urban One.

Citadel-affiliated entities and Kenneth Griffin have filed a Schedule 13G reporting a sizable passive stake in Urban One, Inc. They may be deemed to beneficially own 579,699 Class A common shares, representing 9.4% of the class, based on 6,150,809 shares outstanding as of October 30, 2025.

The filing attributes shared voting and dispositive power over these 579,699 shares to Citadel Securities LLC, Citadel Securities Group LP, Citadel Securities GP LLC, and Mr. Griffin, with no sole voting or dispositive power reported. The securities are certified as acquired and held in the ordinary course of business, not for the purpose of changing or influencing control of Urban One.

Urban One, Inc. entered into a First Amendment to its Amended and Restated Credit Agreement, clarifying the asset-based credit facility’s maturity. The amended agreement defines the maturity date as the earlier of December 18, 2030, a date 91 days before certain other major debt matures or expires, or the date a specified note-related condition is no longer satisfied.

The company also received a notice from Nasdaq confirming it has regained compliance with the exchange’s minimum bid price rule, which requires a closing bid of at least $1.00 per share. Nasdaq noted the Class D common stock closed at or above this level for ten consecutive business days from January 23 to February 6, 2026, and has closed its delisting proceedings.

Urban One, Inc. entered into a First Amendment to its Amended and Restated Credit Agreement, clarifying the asset-based credit facility’s maturity. The amended agreement defines the maturity date as the earlier of December 18, 2030, a date 91 days before certain other major debt matures or expires, or the date a specified note-related condition is no longer satisfied.

The company also received a notice from Nasdaq confirming it has regained compliance with the exchange’s minimum bid price rule, which requires a closing bid of at least $1.00 per share. Nasdaq noted the Class D common stock closed at or above this level for ten consecutive business days from January 23 to February 6, 2026, and has closed its delisting proceedings.

Urban One, Inc. is implementing a 1-for-10 reverse stock split of all classes of its common stock, including the publicly traded Class A and Class D shares. The split becomes effective at 11:59 p.m. Eastern Time on January 22, 2026, automatically converting every 10 existing shares into one share of the same class.

No fractional shares will be issued; instead, stockholders will receive cash for any fractional share based on the Class A or Class D closing sales price on Nasdaq on the effective date. The Class A stock will continue to trade under the symbol UONE with a new CUSIP 91705J 303, and Class D will continue under UONEK with CUSIP 91705J 402.

The reverse split will apply uniformly across all common stock classes and, aside from small effects from fractional share cash-outs, is stated not to change any stockholder’s percentage ownership, voting power, total stockholders’ equity, or the company’s underlying business operations.

Urban One, Inc. is implementing a 1-for-10 reverse stock split of all classes of its common stock, including the publicly traded Class A and Class D shares. The split becomes effective at 11:59 p.m. Eastern Time on January 22, 2026, automatically converting every 10 existing shares into one share of the same class.

No fractional shares will be issued; instead, stockholders will receive cash for any fractional share based on the Class A or Class D closing sales price on Nasdaq on the effective date. The Class A stock will continue to trade under the symbol UONE with a new CUSIP 91705J 303, and Class D will continue under UONEK with CUSIP 91705J 402.

The reverse split will apply uniformly across all common stock classes and, aside from small effects from fractional share cash-outs, is stated not to change any stockholder’s percentage ownership, voting power, total stockholders’ equity, or the company’s underlying business operations.