Filing Analysis
MediaCo Holding Inc. filed an 8-K to announce its financial results for the quarter ended June 30, 2026. The filing serves as a formal announcement of earnings via a press release.
📋 Key Facts
- Report date: August 14, 2026
- Reporting period: Quarter ended June 30, 2026
- The company is an emerging growth company.
- Interim CFO and Treasurer Roberto Castro signed the report.
MediaCo Holding Inc. held its 2026 annual meeting of shareholders on August 7, 2026. The filing reports the results of shareholder votes regarding director elections, equity compensation plan amendments, executive compensation, and the ratification of Deloitte & Touche LLP as independent auditors.
📋 Key Facts
- Annual Meeting held on August 7, 2026.
- Three directors elected: Jacqueline Hernández, Mary Beth McAdaragh, and Amit Thakkar.
- Shareholders approved an amendment to the Company's 2025 Equity Compensation Plan.
- Ratification of Deloitte & Touche LLP as independent registered public accountants for fiscal year ending Dec 31, 2026.
- Advisory vote on named executive officer compensation was held.
MediaCo Holding Inc. announced a significant leadership reshuffle involving the appointment of a new President and an interim CFO following the departure of the previous CFO.
🚩 Red Flags
- Sudden departure of the Chief Financial Officer (Debra DeFelice).
- Appointment of an 'interim' CFO often indicates a period of transition or unexpected vacancy in the finance department.
📋 Key Facts
- Brian Fisher appointed as President, effective July 20, 2026; he previously served as Chief Revenue Officer.
- Debra DeFelice departed from her roles as CFO, Treasurer, and Executive Vice President, effective July 17, 2026.
- Roberto Castro appointed as interim CFO and interim Treasurer, effective July 20, 2026.
- Brian Fisher's compensation includes a $450,000 base salary (increasing to $600,000 by Dec 2027) and equity awards totaling approximately $1.94M in RSUs and PSUs.
- Albert Rodriguez will continue to serve as CEO.
MediaCo Holding Inc. announced its financial results for the first quarter ended March 31, 2026. The results were disclosed via a press release on May 18, 2026, and filed under Item 2.02.
📋 Key Facts
- Financial results reported for the quarter ended March 31, 2026
- Press release issued on May 18, 2026, and attached as Exhibit 99.1
- The filing was made under Item 2.02 (Results of Operations and Financial Condition)
- The registrant is an emerging growth company
MediaCo Holding Inc. announced its financial results for the fourth quarter ended December 31, 2025, via a press release on March 31, 2026.
📋 Key Facts
- The filing reports financial results for the quarter ended December 31, 2025.
- The announcement was made on March 31, 2026.
- The information was disclosed under Item 2.02 (Results of Operations and Financial Condition).
- A press release was included as Exhibit 99.1.
MediaCo Holding Inc. received a deficiency letter from Nasdaq because its common stock closed below the $1.00 minimum bid price requirement for 30 consecutive business days. The company has until June 17, 2026, to regain compliance or face potential delisting.
🚩 Red Flags
- Delisting notice/Non-compliance with minimum bid price requirement
- Potential for a reverse stock split (often dilutive or psychologically negative)
- Risk of being moved from Nasdaq Capital Market to over-the-counter (OTC) markets if compliance is not met
📋 Key Facts
- Received Nasdaq deficiency letter on December 19, 2025.
- Violation of Nasdaq Listing Rule 5550(a)(2) regarding the $1.00 minimum bid price requirement.
- The company has a primary compliance period of 180 days, expiring June 17, 2026.
- A second 180-day compliance period may be available if certain market value and listing standards are met.
- Management explicitly mentioned considering a reverse stock split to regain compliance.
MediaCo Holding Inc. announced new employment agreements for its CEO, Albert Rodriguez, and CFO, Debra DeFelice, effective November 21, 2025. The filings detail significant salary increases and substantial equity compensation packages for both executives.
🚩 Red Flags
- Significant dilution potential due to large RSU and PSU grants totaling over $8M in aggregate value across both officers.
📋 Key Facts
- Albert Rodriguez (CEO) base salary increased from $700,000 to $850,000; scheduled to reach $950,000 by Sept 2027.
- Debra DeFelice (CFO) base salary increased from $450,000 to $550,000; scheduled to reach $650,000 by Sept 2027.
- CEO compensation includes up to $4.9M in total equity awards (RSUs and PSUs) subject to vesting/performance.
- CFO compensation includes up to $3.48M in total equity awards (RSUs and PSUs) subject to vesting/performance.
- Both executives are eligible for discretionary cash bonuses of up to 60% of their annual base salary.
MediaCo Holding Inc. filed an 8-K to announce its financial results for the quarter ended September 30, 2025. The filing serves as a formal notification of the release of quarterly earnings via press release.
📋 Key Facts
- The company announced financial results for the fiscal quarter ending September 30, 2025.
- The announcement was made on November 20, 2025.
- Financial results were released via a press release attached as Exhibit 99.1.
MediaCo Holding Inc. announced that Albert Rodriguez, the current President and CEO, has been elected to the Board of Directors as a Class II Director effective November 11, 2025. This move increases the size of the Board of Directors.
📋 Key Facts
- Effective Date: November 11, 2025
- New Appointment: Albert Rodriguez elected to the Board as a Class II Director.
- Board Expansion: The appointment resulted from an increase in the number of directors on the Board.
- Compensation: Mr. Rodriguez will receive no additional compensation for his board service beyond his existing CEO/President compensation.
- Related Party Transactions: No related person transactions were reported regarding this appointment.
MediaCo Holding Inc. issued 28,205,938 shares of Class A Common Stock on September 8, 2025. The issuance resulted from the exercise of warrants held by SLF LBI Aggregator, LLC at a nominal price of $0.00001 per share.
🚩 Red Flags
- Massive dilution: The issuance of over 28 million shares at a near-zero price ($0.00001) represents extreme dilution for existing shareholders.
- Non-cash issuance: The company received virtually no capital from this share issuance, despite the large volume of equity being released.
📋 Key Facts
- Date of event: September 8, 2025
- Number of shares issued: 28,205,938 shares of Class A Common Stock
- Exercise price: $0.00001 per share
- Counterparty: SLF LBI Aggregator, LLC
- Basis for issuance: Warrant dated April 17, 2024
- Exemption used: Section 4(a)(2) of the Securities Act of 1933 (Unregistered Sales)
MediaCo Holding Inc. held its 2025 annual meeting of shareholders on August 8, 2025. Shareholders approved the election of three directors, the 2025 Equity Compensation Plan, executive compensation (advisory), and the appointment of Deloitte & Touche LLP as independent auditors.
📋 Key Facts
- Annual Meeting held on August 8, 2025.
- Colbert Cannon elected to Class A director position with 37,835,746 votes in favor.
- Robert L. Greene and Deborah A. McDermott elected to Class B director positions with 54,131,970 votes each.
- 2025 Equity Compensation Plan approved by a significant majority (91,877,143 votes for).
- Deloitte & Touche LLP ratified as independent registered public accountants for the fiscal year ending Dec 31, 2025.
MediaCo Holding Inc. filed an 8-K to announce its quarterly financial results for the period ending June 30, 2025. The filing serves as a formal announcement of the release of earnings data via press release.
📋 Key Facts
- Report date: August 11, 2025
- Reporting period: Quarter ended June 30, 2025
- The company is an 'emerging growth company' as defined by the SEC.
- Financial results were released via press release (Exhibit 99.1).
Mediaco Holding Inc. has dismissed Ernst & Young LLP as its independent auditor and appointed Deloitte & Touche LLP to oversee audits for the fiscal year ending December 31, 2025. The dismissal follows the communication of a material weakness related to accounting for a business combination with Estrella Broadcasting, Inc.
🚩 Red Flags
- Auditor change combined with the disclosure of a material weakness in internal controls.
- Material weakness identified specifically in the valuation of intangible assets following a business combination.
- Disclosure of insufficient accounting expertise/resources to handle complex business combinations.
📋 Key Facts
- Dismissal of Ernst & Young LLP effective May 7, 2025.
- Appointment of Deloitte & Touche LLP as the new independent auditor.
- Ernst & Young reported no disagreements on accounting principles or auditing scope prior to dismissal.
- A material weakness was identified regarding the business combination with Estrella Broadcasting, Inc.
- The material weakness involved lack of oversight of third-party valuation specialists and insufficient controls over data/assumptions for intangible asset valuations.
- Insufficient competent resources were noted regarding accounting for business combinations.
MediaCo Holding Inc. completed the acquisition of 100% of the equity interests of Estrella Broadcasting, Inc. and its subsidiaries on May 1, 2025. The transaction was settled via the issuance of 7,051,538 shares of Class A Common Stock.
🚩 Red Flags
- Equity-based consideration leads to potential dilution for existing shareholders.
📋 Key Facts
- Completed acquisition of 100% equity interests in Estrella Broadcasting, Inc. and certain subsidiaries on May 1, 2025.
- Consideration paid: 7,051,538 shares of MediaCo Class A Common Stock.
- The transaction was executed under an Equity Purchase Agreement dated February 7, 2025.
- Issuance of shares conducted under Section 4(a)(2) exemption from registration.
MediaCo Holding Inc. announced that stockholders approved a proposal during a special meeting held on March 6, 2025. The approval pertains to the issuance of significant amounts of Class A Common Stock related to previously entered asset acquisition and option/put rights agreements.
🚩 Red Flags
- Significant potential dilution: The approval allows for the issuance of over 35 million new Class A Common Stock shares, which could impact existing shareholders' ownership percentages.
📋 Key Facts
- Special Meeting held via remote communications on March 6, 2025.
- Stockholders approved the issuance of up to 28,206,152 shares of Class A Common Stock upon exercise of a warrant related to the Estrella Broadcasting, Inc. acquisition.
- Stockholders approved the issuance of 7,051,538 shares of Class A Common Stock regarding option/put rights with Estrella Media, Inc.
- Total potential new share issuance resulting from this vote is approximately 35.25 million shares.
MediaCo Holding Inc. entered into an At-The-Market (ATM) Sales Agreement on December 12, 2024, to sell up to $2,031,019 of its Class A Common Stock through BTIG, LLC and Moelis & Company LLC.
🚩 Red Flags
- Potential dilution for existing shareholders through the issuance of new common stock.
- ATM offerings are often used by micro-cap companies to raise immediate working capital, which can signal liquidity needs.
📋 Key Facts
- Entered into an At-The-Market (ATM) Sales Agreement on December 12, 2024.
- Aggregate offering price is up to $2,031,019 in Class A Common Stock.
- Agents for the sale are BTIG, LLC and Moelis & Company LLC.
- The company will pay a commission rate of 4.00% on aggregate gross proceeds.
- The agreement allows the company to instruct agents not to sell if shares cannot be sold at or above a designated price.
Three directors resigned from the Board effective November 26, 2024, following the full repayment of an outstanding convertible promissory note to Emmis Communications Corporation. The resignations were triggered by the discharge of the 'Emmis Note' obligations.
🚩 Red Flags
- Board turnover: Three board members departed simultaneously due to a change in capital structure/debt obligations.
📋 Key Facts
- J. Scott Enright, Jeffrey H. Smulyan, and Patrick M. Walsh resigned from the Board effective November 26, 2024.
- The resignations were tied to the Company paying off all outstanding obligations under the Emmis Note.
- The Emmis Note was an unsecured convertible promissory note dated November 25, 2019.
- The Company repaid the Emmis Note in full, in cash, on November 25, 2024.
- Per the original agreement, these individuals were nominated as Class A directors by Emmis so long as the note remained outstanding.
MediaCo Holding Inc. filed an amendment to its previous 8-K filings to provide revised pro forma financial information for the year ended December 31, 2023, and updated pro forma financials for the nine months ended September 30, 2024, following its acquisition of Estrella Broadcasting assets.
🚩 Red Flags
- Multiple amendments required for pro forma financial disclosures suggests ongoing adjustments or complexities in the integration/valuation of the acquired assets.
- Pro forma information is provided 'for informational purposes only' and is not indicative of future results.
📋 Key Facts
- Filing is an Amendment No. 2 to previous 8-K filings (Original filed April 18, 2024; Amendment No. 1 filed July 3, 2024).
- The amendment provides updated pro forma financial information for the nine months ended September 30, 2024.
- The filing revises pro forma financial information for the year ended December 31, 2023, to reflect adjustments made after the previous amendment.
- The underlying transaction involves MediaCo's acquisition of substantially all assets and liabilities of Estrella Broadcasting, Inc. (Estrella) and SLF LBI Aggregator, LLC.
MediaCo Holding Inc. underwent significant leadership restructuring, including the resignation of its COO and the departure of its interim CEO. The company has appointed an interim CEO (Alberto Rodriguez) and a new COO (Rene Santaella) while entering into an employee leasing agreement with Standard Media Group LLC.
🚩 Red Flags
- Rapid executive turnover (COO resignation and CEO transition within a single week).
- Reliance on an 'Employee Leasing Agreement' for core functions like Legal, Digital Products, and News Operations suggests potential internal resource constraints or cost-cutting measures.
- Multiple leadership changes in a short window can indicate organizational instability.
📋 Key Facts
- Interim CEO: Alberto Rodriguez (formerly CRO/President of MediaCo Audio) appointed effective Oct 29, 2024.
- New COO: Rene Santaella appointed effective Oct 29, 2024; base salary $450,000 with a $1M equity grant component.
- CEO Departure: Interim CEO Jacqueline Hernández ceased serving in her capacity on Oct 28, 2024 (end of term).
- COO Resignation: Brian Kei resigned as COO effective Oct 25, 2024.
- Employee Leasing: Entered into an at-cost Employee Leasing Agreement with Standard Media Group LLC effective Oct 1, 2024, to secure legal, digital, IT, and news operations staff.
This 8-K Amendment No. 1 discloses the specific terms of CFO Ann C. Beemish's separation and subsequent consulting agreement following her resignation.
🚩 Red Flags
- Departure of a key executive (CFO) can sometimes signal internal friction or financial reporting concerns, though no restatement was indicated here.
📋 Key Facts
- Ann C. Beemish resigned as Chief Financial Officer (CFO).
- Separation Agreement dated October 1, 2024 includes a total payment of $170,238 to be paid in equal monthly installments over six months.
- Consulting Agreement dated October 1, 2024 provides for Ms. Beemish to provide services on an as-needed basis through December 31, 2024.
- Consulting fee is set at $25,000 per month.
MediaCo Holding Inc. announced a significant leadership shuffle involving the resignation of its CFO and President, alongside the appointment of an interim CEO/President.
🚩 Red Flags
- Simultaneous departure of two key executives (CFO and President) within a one-week period.
- Leadership vacuum at the top level, requiring an interim CEO/President arrangement.
- High turnover in C-suite roles can indicate internal instability or strategic disagreements.
📋 Key Facts
- CFO Ann C. Beemish resigned effective September 30, 2024.
- Debra DeFelice (currently SVP of Finance) appointed as new CFO and Treasurer; includes a $1M equity grant component.
- President Kudjo Sogadzi resigned effective September 26, 2024.
- Jacqueline Hernández elected to serve as both Interim CEO and Interim President.
MediaCo Holding Inc. announced several compensatory arrangements and employment terms for key executives, including the COO, CRO, and CLO, contingent upon stockholder approval of a new omnibus equity incentive plan.
🚩 Red Flags
- Significant dilution potential due to the proposed $3,000,000 in total executive equity grants pending stockholder approval.
📋 Key Facts
- Brian Kei (COO) approved for an equity grant valued at $1,000,000, with 50% vesting over three years and 50% based on performance.
- Alberto Rodriguez (CRO/President of MediaCo Audio) entered a new employment arrangement effective Sept 16, 2024, including a $700,000 base salary and $525,000 target cash incentive.
- Alberto Rodriguez granted an equity award valued at $1,000,000 with performance-based vesting components.
- Andrew Carington (CLO) to enter an employee lease agreement via Standard Media effective Oct 1, 2024, with a $300,000 base salary and $150,000 target cash incentive.
- All equity grants are contingent upon stockholder approval of a new omnibus equity incentive plan.
MediaCo Holding Inc. amended its existing first lien credit facility to increase the delayed draw capacity by $7.5 million and obtained a waiver from second lien lenders regarding certain restrictions related to this new debt.
🚩 Red Flags
- Increased debt capacity/leverage via the expanded delayed draw facility.
- Requirement of lender waivers indicates existing restrictive covenants in the second lien agreement were triggered by the new first lien terms.
📋 Key Facts
- Amended First Lien Credit Agreement (dated Sept 10, 2024) increases the delayed draw term facility by up to $7.5 million.
- Obtained a waiver from HPS Investment Partners, LLC regarding restrictions in the existing Second Lien Credit Agreement related to the new first lien capacity.
- The original First Lien Credit Agreement (April 17, 2024) had a maximum of $45.0 million ($35M initial loan + $10M delayed draw).
- The original Second Lien Credit Agreement (April 17, 2024) is for a $30.0 million term loan.
MediaCo Holding Inc. received a notification from Nasdaq stating it is non-compliant with listing rules due to failure to timely file its Q2 2024 Form 10-Q. The company must submit a compliance plan by October 21, 2024.
🚩 Red Flags
- Delisting notice/Non-compliance with Nasdaq listing rules
- Failure to file timely periodic reports (Form 10-Q)
- Uncertainty regarding the timing of financial reporting
📋 Key Facts
- Received Nasdaq notification on August 20, 2024, regarding non-compliance with Nasdaq Listing Rule 5250(c)(1).
- Non-compliance is due to failure to file the Quarterly Report (Form 10-Q) for the period ended June 30, 2024.
- The company previously filed a Form 12b-25 on August 14, 2024, notifying the SEC of the late filing.
- Deadline to submit a plan to regain compliance is October 21, 2024.
- Maximum extension for regaining compliance via Nasdaq Staff exception is February 17, 2025.
MediaCo Holding Inc. held its 2024 annual meeting of shareholders on July 9, 2024. The meeting resulted in the election of three directors and the ratification of Ernst & Young LLP as independent auditors.
📋 Key Facts
- Annual Meeting held on July 9, 2024.
- Three directors elected: Patrick M. Walsh (Class A), Andrew P. Glaze (Class B), and Brett Pertuz.
- Shareholders approved executive compensation on an advisory basis with 92,247,302 votes in favor.
- Ernst & Young LLP was ratified as independent registered public accountants for the fiscal year ending December 31, 2024.
MediaCo Holding Inc. filed an amendment to its previous 8-K to provide detailed business descriptions and pro forma financial information regarding its acquisition of substantially all assets of Estrella Broadcasting, Inc.
🚩 Red Flags
- The filing is an amendment (8-K/A) to a previous filing, indicating the original disclosure was incomplete regarding financial statements and business descriptions.
📋 Key Facts
- Transaction date: April 17, 2024
- Purchaser: MediaCo Operations LLC (wholly-owned subsidiary of MediaCo Holding Inc.)
- Seller: Estrella Broadcasting, Inc. and SLF LBI Aggregator, LLC (affiliate of HPS Investment Partners, LLC)
- Acquisition scope: Substantially all assets of Estrella and its subsidiaries, excluding certain broadcast/retained assets
- New business entity name: Estrella MediaCo Business
- Includes audited financial statements for Estrella as of Dec 31, 2023, and Dec 31, 2022
MediaCo Holding Inc. entered into a complex asset purchase agreement to acquire substantially all assets of Estrella Broadcasting, Inc., financed through significant new debt and equity issuances. The transaction involves massive potential dilution for existing shareholders via warrants and preferred stock.
🚩 Red Flags
- Extreme Dilution: The issuance of warrants/options represents ~43% of the company's fully diluted equity, which will significantly dilute existing shareholders.
- High Leverage: Addition of $75 million in total new debt ($45M First Lien + $30M Second Lien) to fund the transaction and pay off existing debt.
- Control Shift: The Stockholders Agreement grants Aggregator (an affiliate of HPS) rights to designate up to three board directors and certain consent rights over material actions.
- Complex Capital Structure: Introduction of Series B Preferred Stock and significant warrant overhang.
📋 Key Facts
- Acquisition of substantially all assets of Estrella Broadcasting, Inc. (excluding certain broadcast assets).
- Consideration includes a warrant to purchase up to 28,206,152 shares of Class A Common Stock at $0.00001 per share.
- Issuance of 60,000 shares of newly designated Series B Preferred Stock.
- Assumption of a $30.0 million Second Lien Term Loan with HPS Investment Partners (SOFR + 6.00%).
- Obtainment of a $45.0 million First Lien Term Loan facility ($35M initial, $10M delayed draw) at SOFR + 6.00%.
- The warrant and option agreement shares represent approximately 43% of outstanding Class A Common Stock on a fully diluted basis.
- SG Broadcasting (majority voting power holder) has signed a Voting and Support Agreement to approve the transaction.
MediaCo Holding Inc. announced a compensation adjustment for its Interim President and Chief Operating Officer, Kudjo Sogadzi.
📋 Key Facts
- Effective date of salary increase: April 8, 2024.
- Kudjo Sogadzi's annual base cash salary increased from $200,000 to $250,000.
- The change was approved by the Company's Compensation Committee.
MediaCo Holding Inc. received a notification from Nasdaq granting an additional 180-day compliance period to meet the minimum bid price requirement of $1.00 per share. The company must achieve a closing price of at least $1.00 for 10 consecutive business days by September 9, 2024, to avoid delisting.
🚩 Red Flags
- Delisting notice/non-compliance with minimum bid price requirement
- Explicit mention of a potential reverse stock split to cure deficiency
- Ongoing struggle with share price (deficiency was previously disclosed in Sept 2023)
📋 Key Facts
- Received Nasdaq notification on March 14, 2024, regarding failure to meet the minimum bid price requirement (Rule 5550(a)(2)).
- The company has been granted an extension until September 9, 2024, to regain compliance.
- Compliance requires a closing bid price of $1.00 or more for at least 10 consecutive business days.
- Failure to comply by the deadline will result in delisting from the Nasdaq Capital Market.
- The company explicitly mentioned considering a reverse stock split as a potential method to regain compliance.