0001104659-26-043166 | 10-K | XBRL Viewer

Other Income (Details) - USD ($)	3 Months Ended			12 Months Ended
Other Income (Details) - USD ($)	Dec. 31, 2025	Sep. 30, 2024	Jun. 30, 2024	Dec. 31, 2025	Dec. 31, 2024
Other Income
Proceeds from the property	$ 208,000
Gain on sale of land	$ 179,000
Proceeds from insurance claims and other		$ 383,000		$ 105,000
Other income (expense)		$ 383,000		$ 105,000	$ 1,516,000
Receipt from sale of investment			$ 1,133,000
Recorded gain from sale of investment			$ 1,133,000

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Revenue
Net Revenue	$ 107,112	$ 112,919
Remaining performance obligations on leases one year or less exemption	true
Broadcast Advertising Revenue, net
Revenue
Net Revenue	$ 81,575	89,740
Digital Advertising Revenue
Revenue
Net Revenue	16,947	14,221
Other Revenue
Revenue
Net Revenue	$ 8,590	$ 8,958

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

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+ Details

Broadcast Licenses, Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2025

Broadcast Licenses, Goodwill and Other Intangible Assets

Broadcast Licenses, Goodwill and Other Intangible Assets

3. Broadcast Licenses, Goodwill and Other Intangible Assets

We evaluate our FCC licenses for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We operate our broadcast licenses in each market as a single asset and determine the fair value by relying on a discounted cash flow approach assuming a start-up scenario in which the only assets held by an investor are broadcast licenses. The fair value calculation contains assumptions incorporating variables that are based on past experiences and judgments about future operating performance using industry normalized information for an average station within a market. These variables include, but are not limited to: (1) the forecasted growth rate of each radio market, including population, household income, retail sales and other expenditures that would influence advertising expenditures; (2) the estimated available advertising revenue within the market and the related market share and profit margin of an average station within a market; (3) estimated capital start-up costs and losses incurred during the early years; (4) risk-adjusted discount rate; (5) the likely media competition within the market area; and (6) terminal values. If the carrying amount of FCC licenses is greater than their estimated fair value in a given market, the carrying amount of FCC licenses in that market is reduced to its estimated fair value. The FCC license valuations are Level 3 non-recurring fair value measurements.

We also evaluate goodwill for impairment annually, or more frequently if certain circumstances are present. The Company has one reporting unit for purposes of goodwill impairment testing. The income approach was used and it is based upon a discounted cash flow analysis incorporating significant assumptions such as projected revenues including a projected long-term growth rate, projected operating margins, projected general and administrative expenses, and a discount rate appropriate for the industry. Under the income approach, if the fair value of our reporting unit is less than the carrying amount, the Company will recognize an impairment charge for the amount by which the carrying amount exceeds our reporting unit’s fair value. The loss recognized will not exceed the total amount of goodwill allocated to our reporting unit. The goodwill valuations are Level 3 non-recurring fair value measurements.

We evaluate amortizable intangible assets for recoverability when circumstances indicate impairment may have occurred, using an undiscounted cash flow methodology. If the future undiscounted cash flows for the intangible asset are less than net book value, then the net book value is reduced to the estimated fair value. Amortizable intangible assets are included in other intangibles, deferred costs and investments in the consolidated balance sheets.

Broadcast Licenses

We have recorded the changes to broadcast licenses for the years ended December 31, 2025 and 2024 as follows:


		Total
		(in thousands)

Balance at January 1, 2024		$	90,240
Acquisitions			2,150
Disposals			(893)
Balance at December 31, 2024		$	91,497
Impairment Charge			(1,168)
Disposals			(18)
Balance at December 31, 2025		$	90,311

2025 Impairment Test

We completed our impairment annual impairment test of broadcast licenses during the fourth quarter of 2025. We elected to bypass the qualitative assessment on five of our markets that as of our last annual impairment testing had the least amount of variance between the estimated fair value and the carrying value and perform quantitative testing. We performed a qualitative assessment on all of our remaining markets (reporting units). As a result of the quantitative tests performed in the fourth quarter of 2025, the Company determined that the fair value of broadcast license was less than the carrying amount on the balance sheet and recorded non-cash impairment charges of $1,168,000 related to the FCC license at our Ithaca, New York market. We determined that the fair value of the broadcast licenses was greater than the carrying value recorded for each of our other markets tested and, accordingly, no impairment was recorded in any other market tested.

The following table reflects certain key estimates and assumptions used in the impairment tests during the fourth quarter ended 2025 and the fourth quarter of 2024. The ranges for operating profit margin and market long-term revenue growth rates vary by market. In general, when comparing between 2025 and 2024: (1) the market specific operating profit margin range declined; (2) the market long-term revenue growth rates decreased slightly; (3) the discount rate decreased from 2024; and (4) current year revenue projections decreased with amounts previously projected for 2025 for

the five markets quantitatively tested. The impairment loss in our Ithaca, New York market was primarily due to a decrease in projected revenue.


		Fourth		Fourth
		Quarter		Quarter
		2025		2024
Discount rates		8.5	%	9.0	%
Operating profit margin ranges		21.6%-24.8	%	17.8% - 36.4	%
Market long-term revenue growth rates		-0.5	%	0.5% - 1.5	%

If actual market conditions are less favorable than those estimated by us or if events occur or circumstances change that would reduce the fair value of our broadcast licenses below the carrying value, we may be required to recognize additional impairment charges in future periods. Such a charge could have a material effect on our consolidated financial statements. We will continue to monitor potential triggering events and perform the appropriate analysis when deemed necessary.

2024 Impairment Test

During the fourth quarter of 2024, we completed our annual impairment test of broadcast and determined that the fair value of the broadcast licenses was greater than the carrying value recorded for each of our markets and, accordingly, no impairment was recorded.

Goodwill

During the fourth quarter of 2025, the Company performed its annual test of goodwill in accordance with ASC 350 and determined that the fair value of goodwill was less than the carrying amount on the balance sheet and recorded a non-cash impairment charge of $19,229,000, representing the full carrying value of goodwill associated with the reporting unit. The impairment was driven by lower than expected revenue growth seen in the fourth quarter of 2025 for our radio advertising revenue and the radio industry as a whole which resulted in less than favorable market projections and operating profit margins used in our annual impairment calculation performed in the fourth quarter. Following the impairment charge, no goodwill remains recorded for the reporting unit.

The following table reflects certain key estimates and assumptions used in the impairment tests during the fourth quarter of 2025:


Discount rate	8.5	%
Operating profit margin ranges	13.4 %-19.5	%
Long-term revenue growth rate	0.2%-1.1	%

During the fourth quarter of 2024, the Company performed its annual impairment test of goodwill in accordance with ASC 350 and determined that the fair value was in excess of its carrying value and, accordingly, no impairment was recorded.

The following table reflects certain key estimates and assumptions used in the impairment tests during the fourth quarter of 2024:


Discount rate	9.0	%
Operating profit margin ranges	19.7 % - 27.0	%
Long-term revenue growth rate	1.2	%

We have recorded the changes to goodwill for each of the years ended December 31, 2025 and 2024 as follows:


		Total
		(in thousands)

Balance at January 1, 2024		$	19,236
Acquisitions			76
Disposals			(83)
Balance at December 31, 2024		$	19,229
Impairment Charge			(19,229)
Balance at December 31, 2025		$	—

Other Intangible Assets

We have recorded amortizable intangible assets at December 31, 2025 as follows:


		Gross
		Carrying			Accumulated			Net
		Amount			Amortization			Amount

		(In thousands)
Non-competition agreements		$	3,861		$	3,861		$	—
Favorable lease agreements			5,965			5,706			259
Customer relationships			5,560			5,160			400
Other intangibles			2,013			1,918			95
Total amortizable intangible assets		$	17,399		$	16,645		$	754

We have recorded amortizable intangible assets at December 31, 2024 as follows:


		Gross
		Carrying			Accumulated			Net
		Amount			Amortization			Amount

		(In thousands)
Non-competition agreements		$	3,861		$	3,861		$	—
Favorable lease agreements			5,965			5,679			286
Customer relationships			5,560			4,860			700
Other intangibles			2,001			1,857			144
Total amortizable intangible assets		$	17,387		$	16,257		$	1,130

Aggregate amortization expense for these intangible assets for the years ended December 31, 2025 and 2024, was $350,000 and $270,000, respectively. Our estimated annual amortization expense for the years ending December 31, 2026, 2027, 2028, 2029 and 2030 is $355,000, $106,000, $28,000, $24,000 and $14,000, respectively.

Revenue

12 Months Ended

Dec. 31, 2025

Revenue

Revenue

2. Revenue

Nature of goods and services

The following is a description of principal activities from which we generate our revenue:

Broadcast Advertising Revenue

Our primary source of revenue is from the sale of advertising for broadcast on our stations. We recognize revenue from the sale of advertising as performance obligations are satisfied upon airing of the advertising; therefore, revenue is recognized at a point in time when each advertising spot is transmitted. Agency commissions are calculated based on a stated percentage applied to gross billing revenue for our advertising inventory placed by agency and are reported as a reduction of advertising revenue.

Digital Advertising Revenue

We recognize revenue from our digital initiatives across multiple platforms such as targeted display advertising, search engine management, search engine optimization, online promotions, advertising on our online news sites and websites and digital audio streams, mobile messaging, email marketing and other e-commerce. Revenue is recorded when each specific performance obligation in the digital advertising campaign takes place, typically within a one month period. Digital audio stream revenue is recognized when the commercial spots have streamed. Third-party products such as targeted display advertising are recognized over time as digital items are used for advertising content and impression targets are met each month. The Company assesses each digital order to determine if the Company is operating as the principal or an agent. The Company currently operates as the principal for digital revenue with the exception of national streaming where we operate as the agent.

Other Revenue

Other revenue includes revenue from concerts, promotional events, tower rent and other miscellaneous items. Revenue is generally recognized when the event is completed, as the promotional events are completed or as each performance obligation is satisfied.

Disaggregation of Revenue

The following table presents revenues disaggregated by revenue source:


		Years Ended
		December 31,
		2025			2024

		(in thousands)
Types of Revenue
Broadcast Advertising Revenue, net		$	81,575		$	89,740
Digital Advertising Revenue			16,947			14,221
Other Revenue			8,590			8,958
Net Revenue		$	107,112		$	112,919

Contract Liabilities

Payments from our advertisers are generally due within 30 days although certain advertisers are required to pay in advance. When an advertiser pays for the services in advance of the performance obligations these prepayments are contract liabilities. Typical contract liabilities relate to prepayments for advertising spots not yet run; prepayments from sponsors for events that have not yet been held; and gift cards sold on our websites used to finance a broadcast advertising campaign. Generally all contract liabilities are expected to be recognized within one year and are included in accounts payable in the Company’s Consolidated Financial Statements and are immaterial.

Transaction Price Allocated to the Remaining Performance Obligations

As the majority of our contracts are one year or less, we have utilized the optional exemption under ASC 606-10-50-14 and will not disclose information about the remaining performance obligations for contracts which have original expected durations of one year or less.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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+ Details

Acquisitions and Dispositions - Additional Information (Details) - USD ($)	Feb. 18, 2025	May 31, 2024	Mar. 29, 2024	Mar. 22, 2024	Feb. 13, 2024	Dec. 31, 2025	Sep. 30, 2025	Dec. 31, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Transactional costs		$ 121,000
Transaction costs adjustments		88,000
Goodwill						$ 0	$ 19,229,000	$ 19,229,000	$ 19,236,000
WNDN-FM \| Discontinued Operations, Disposed of by Sale
Business Acquisition [Line Items]
Sale of asset		150,000
Loss on sale of asset		$ 20,000
Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration]		Other Operating Income (Expense), Net
WYSE-AM, W275CP and W248CM \| Discontinued Operations, Disposed of by Sale
Business Acquisition [Line Items]
Sale of asset			$ 10,000
Loss on sale of asset			$ 147,000
Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration]			Other Operating Income (Expense), Net
FCC License for KBAI-AM \| Discontinued Operations, Disposed of by Sale
Business Acquisition [Line Items]
Loss on disposal				$ 800,000
WVAX-AM \| Discontinued Operations, Disposed of by Sale
Business Acquisition [Line Items]
Loss on sale of asset	$ 19,000
Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration]	Other Operating Income (Expense), Net
Assets of WKOA (FM), WKHY (FM), WASK (FM), WXXB (FM), WASK (AM) and W269DJ from Neuhoff Communications, Inc.
Business Acquisition [Line Items]
Business combination consideration transferred		$ 5,832,000			$ 5,300,000
Purchase price of accounts receivable		499,000
Goodwill		$ 76,000

Commitments and Contingencies - Minimum annual rental commitments (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Minimum annual rental commitments
2026	$ 1,683
2027	1,533
2028	1,152
2029	732
2030	569
Thereafter	596
Total lease payments (b)	6,265
Less: Interest (c)	872
Present value of lease liabilities (d)	$ 5,393	$ 7,300

Sale-Leaseback Transaction - Amendments (Details) - USD ($)		6 Months Ended
	Oct. 17, 2025	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Sale-Leaseback Transaction
Operating right-of-use assets			$ 10,253,000	$ 6,938,000
Lease liabilities			5,393,000	$ 7,300,000
Antenna site lease agreement
Sale-Leaseback Transaction
Total purchase price	$ 10,700,000
Operating right-of-use assets	5,244,000		$ 5,190,000
Lease liabilities	$ 0
Antenna site lease agreement \| Subsequent Events
Sale-Leaseback Transaction
Total purchase price		$ 15,900,000
Upfront payment		10,700,000
Promissory Notes		$ 5,200,000
Lease term		25 years
De-recognition of prepaid rent		$ 5,200,000
Interest rate of notes receivable		9.30%

Broadcast Licenses, Goodwill and Other Intangible Assets (Details)	3 Months Ended		12 Months Ended
	Dec. 31, 2025 USD ($) item	Dec. 31, 2024 USD ($)	Dec. 31, 2025 USD ($) item	Dec. 31, 2024 USD ($)	Sep. 30, 2025 USD ($)	Dec. 31, 2023 USD ($)
Finite-Lived Intangible Assets
Number of reporting units \| item			1
Number of reporting units tested for impairment \| item	5
Impairment of intangible assets	$ 1,168,000	$ 0	$ 1,168,000
Goodwill, impairment loss	19,229,000	0	19,229,000
Goodwill	0	$ 19,229,000	0	$ 19,229,000	$ 19,229,000	$ 19,236,000
Aggregate amortization expense			350,000	$ 270,000
2026	355,000		355,000
2027	106,000		106,000
2028	28,000		28,000
2029	24,000		24,000
2030	14,000		$ 14,000
FCC license New York market
Finite-Lived Intangible Assets
Impairment of intangible assets	1,168,000
Other market
Finite-Lived Intangible Assets
Impairment of intangible assets	$ 0

Employee Benefit Plans

12 Months Ended

Dec. 31, 2025

Employee Benefit Plans

Employee Benefit Plans

8. Employee Benefit Plans

401(k) Plan

We have a defined contribution pension plan (“401(k) Plan”) that covers substantially all employees. Employees can elect to have a portion of their wages withheld and contributed to the plan. The 401(k) Plan also allows us to make a discretionary contribution. Total administrative expense under the 401(k) Plan was $1,000 and $1,000 in 2025 and 2024, respectively. The Company’s discretionary contribution to the plan was approximately $305,000 and $291,000 for the years ended December 31, 2025 and 2024, respectively.

Deferred Compensation Plan

In 1999 we established a Nonqualified Deferred Compensation Plan which allows officers and certain management employees to annually elect to defer a portion of their compensation, on a pre-tax basis, until their retirement. The retirement benefit to be provided is based on the amount of compensation deferred and any earnings thereon. Deferred compensation expense for the years ended December 31, 2025 and 2024 was $307,000 and $332,000, respectively. Deferred compensation liability for the years ended December 31, 2025 and 2024 was $2.9 million and $2.4 million, respectively. We invest in company-owned life insurance policies to assist in funding these programs. The cash surrender values of these policies are in a rabbi trust and are recorded as our assets.

Split Dollar Officer Life Insurance

We provide split dollar insurance benefits to certain executive officers and record an asset equal to the cumulative premiums paid on the related policies, as we will fully recover these premiums under the terms of the plan. We retain a collateral assignment of the cash surrender values and policy death benefits payable to insure recovery of these premiums.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2025
Trading Arrangements, by Individual
No Insider Trading Flag	true

Revenue (Tables)

12 Months Ended

Dec. 31, 2025

Revenue

Schedule of disaggregation of revenue


		Years Ended
		December 31,
		2025			2024

		(in thousands)
Types of Revenue
Broadcast Advertising Revenue, net		$	81,575		$	89,740
Digital Advertising Revenue			16,947			14,221
Other Revenue			8,590			8,958
Net Revenue		$	107,112		$	112,919

Summary of Significant Accounting Policies - Common Stock (Details)		12 Months Ended
	Aug. 19, 2022 director item shares	Dec. 31, 2025 Vote shares	Dec. 31, 2024 shares
Former Shareholder
Common Stock
Percentage of voting interest held	65.00%
Number of votes per share of common stock \| item	10
Class A Common Stock
Common Stock
Number of votes per share of common stock \| Vote		1
Common stock, shares issued (in shares)		8,304,000	8,183,000
Class A Common Stock \| Former Shareholder
Common Stock
Number of directors elected \| director	2
Estate ownership percentage	14.00%
Class B Common Stock
Common Stock
Number of votes per share of common stock \| Vote		10
Class B Common Stock \| Former Shareholder
Common Stock
Number of votes per share of common stock \| item	1
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2025

Stock-Based Compensation

Summary of restricted stock transactions


				Weighted
				Average
				Grant Date
		Shares		Fair Value

Outstanding at January 1, 2024		193,529		$	22.36
Granted		177,634			11.86
Vested		(85,321)			22.94
Forfeited/canceled/expired		(1,040)			23.07
Outstanding at December 31, 2024		284,802		$	15.64
Granted		125,362			11.92
Vested		(126,452)			17.44
Forfeited/canceled/expired		(5,039)			14.69
Non-vested and outstanding at December 31, 2025		278,673		$	13.16
Weighted average remaining contractual life (in years)		2.1

Summary of Significant Accounting Policies (Details)	12 Months Ended
Summary of Significant Accounting Policies (Details)	Dec. 31, 2025 USD ($) segment item $ / shares shares	Dec. 31, 2024 USD ($) item $ / shares shares	Mar. 31, 2013 USD ($)
Summary of Significant Accounting Policies
Number of FM radio stations	82
Number of AM radio stations	30
Number of metro signals \| item	79
Number of market serving \| item	28
Time deposits	$ 0	$ 0
Securities at amortized cost	9,300,000	8,900,000
Securities at fair value	$ 9,300,000	8,900,000
Number of broadcast licenses \| item	112
Weighted-average period of FCC license	3 years 1 month 6 days
Write-off of debt issuance costs	$ 45,000	36,000
Net book value of deferred costs	$ 49,000	$ 94,000
Treasury stock shares acquired \| shares	219,326	21,865
Treasury stock acquired, average cost per share \| $ / shares	$ 11.55	$ 13.28
Number of operating segments \| segment	1
Number of reportable segments \| segment	1
Continuing Operations
Summary of Significant Accounting Policies
Advertising and promotion costs	$ 1,411,000	$ 1,848,000
Class A Common Stock
Summary of Significant Accounting Policies
Stock repurchase program, remaining authorization amount	$ 15,200,000
Customer relationships
Summary of Significant Accounting Policies
Useful life	3 years
Minimum \| Class A Common Stock
Summary of Significant Accounting Policies
Share repurchase program, authorized amount			$ 60,000,000
Minimum \| Favorable lease agreements
Summary of Significant Accounting Policies
Useful life	1 year
Minimum \| Other intangibles
Summary of Significant Accounting Policies
Useful life	1 year
Maximum \| Class A Common Stock
Summary of Significant Accounting Policies
Share repurchase program, authorized amount			$ 75,800,000
Maximum \| Favorable lease agreements
Summary of Significant Accounting Policies
Useful life	26 years
Maximum \| Other intangibles
Summary of Significant Accounting Policies
Useful life	15 years
Revenue benchmark \| Revenue from rights concentration risk
Summary of Significant Accounting Policies
Number of markets \| item	5	5
Top five markets \| Revenue benchmark \| Revenue from rights concentration risk
Summary of Significant Accounting Policies
Concentration risk, market risk	34.00%	36.00%

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies

Schedule of Minimum Annual Rental Commitments

We have no financing leases and minimum annual rental commitments under non-cancellable operating leases consisted of the following at December 31, 2025 (in thousands):


Years Ending December 31,
2026	$	1,683
2027		1,533
2028		1,152
2029		732
2030		569
Thereafter		596
Total lease payments (b)		6,265
Less: Interest (c)		872
Present value of lease liabilities (d)	$	5,393

(a)	Lease payments include options to extend lease terms that are reasonably certain of being exercised. There were no legally binding minimum lease payments for leases signed but not yet commenced at December 31, 2025.

(b)	Our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our discount rate for such leases to determine the present value of lease payments at the lease commencement date.

(c)	The weighted average remaining lease term and weighted average discount rate used in calculating our lease liabilities were 4.9 years and 6.0%, respectively, at December 31, 2025.

Acquisitions and Dispositions (Tables)

12 Months Ended

Dec. 31, 2025

Acquisitions and Dispositions

Schedule of the key assumptions used in the discounted cash flow analysis for the fair value of the FCC license


Discount rate	9.5	%
Operating profit margin ranges	27.5	%
Market long-term revenue growth rates	0.5	%

Schedule of recognized identified assets acquired and liabilities assumed


	Acquisitions in
	2024
	(In thousands)
Assets Acquired:
Current assets	$	534
Property and equipment		2,035
Other assets:
Broadcast licenses		2,150
Goodwill		76
Other intangibles, deferred costs and investments		1,044
Total other assets		3,270
Total assets acquired		5,839
Liabilities Assumed:
Current liabilities		128
Total liabilities assumed		128
Net assets acquired	$	5,711

Schedule of Business Acquisition, Pro Forma Information


		Year Ended
		December 31,
		2024
		(In thousands, except per share data)
Pro forma Consolidated Results of Operations
Net operating revenue		$	114,087
Station operating expense			92,750
Corporate general and administrative			12,398
Depreciation and amortization			5,512
Other operating (income) expense, net			1,048
Operating (loss) income			2,379
Interest expense			479
Interest income			(1,047)
Other income			(1,516)
(Loss) income before income tax expense			4,463
Income tax (benefit) expense
Current			1,200
Deferred			(119)
			1,081
Net (loss) income		$	3,382

(Loss) income per share:
Basic		$	0.54
Diluted		$	0.54

Long-Term Debt

12 Months Ended

Dec. 31, 2025

Long-Term Debt

Long-Term Debt

4. Long-Term Debt

Long-term debt consisted of the following:


	December 31,		December 31,
	2025		2024

	(In thousands)
Revolving credit facility	$	5,000	$	5,000
Amounts payable within one year		—		—
	$	5,000	$	5,000

Future maturities of long-term debt are as follows:


Year Ending
December 31,	Amount
	(In thousands)

2026	$	—
2027		5,000
2028
2029		—
2030		—
Thereafter		—
	$	5,000

In connection with the Sale-Leaseback Transaction described in Note 16, the Company entered into a Fourth Amendment (“Fourth Amendment”) to its Credit Agreement, dated as of August 18, 2015 and amended on September 1, 2017, June 17, 2018, and December 19, 2022, between the Company, JPMorgan Chase Bank, N.A. and The Huntington National Bank (collectively, the “Lenders”), and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for the Lenders (“Agent”), (i) reducing the aggregate amount of the Lender’s revolving commitments from $50,000,000 to $40,000,000, and (ii) releasing the Agent’s security interest in the GTC Assets, but not any proceeds paid for the GTC Assets or any other collateral. On December 19, 2022, we entered into a Third Amendment to our Credit Facility, (the “Third Amendment”), which extended the maturity date to December 19, 2027, reduced the lenders to JPMorgan Chase Bank, N.A., and the Huntington National Bank (collectively, the “Lenders”), established an interest rate equal to the secured overnight financing rate (“SOFR”) as administered by the SOFR Administrator (currently established as the Federal Reserve Bank of New York) as the interest base and increased the basis points.

We have pledged substantially all of our assets (excluding our FCC licenses and certain other assets) in support of the Credit Facility and each of our subsidiaries has guaranteed the Credit Facility and has pledged substantially all of their assets (excluding their FCC licenses and certain other assets) in support of the Credit Facility.

Interest rates under the Credit Facility are payable, at our option, at alternatives equal to SOFR (3.87% at December 31, 2025), plus 1% to 2% or the base rate plus 0% to 1%. The spread over SOFR and the base rate vary from time to time, depending upon our financial leverage. Letters of credit issued under the Credit Facility will be subject to a participation fee (which is equal to the interest rate applicable to Eurocurrency Loans, as defined in the Credit Agreement) payable to each of the Lenders and a fronting fee equal to 0.25% per annum payable to the issuing bank. Under the Third Amendment, we now pay quarterly commitment fees of 0.25% per annum on the unused portion of the Credit Facility. We previously paid quarterly commitment fees of 0.2% to 0.3% per annum on the unused portion of the Revolving Credit Facility.

The Credit Facility contains a number of financial covenants (all of which we were in compliance with at December 31, 2025) which, among other things, require us to maintain specified financial ratios and impose certain limitations on us with respect to investments, additional indebtedness, dividends, distributions, guarantees, liens and encumbrances.

We had approximately $35 million and $45 million unused borrowing capacity under the Revolving Credit Facility at December 31, 2025 and 2024, respectively.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2025

Long-Term Debt

Schedule of long-term debt


	December 31,		December 31,
	2025		2024

	(In thousands)
Revolving credit facility	$	5,000	$	5,000
Amounts payable within one year		—		—
	$	5,000	$	5,000

Schedule of future maturities of long-term debt


Year Ending
December 31,	Amount
	(In thousands)

2026	$	—
2027		5,000
2028
2029		—
2030		—
Thereafter		—
	$	5,000

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Summary of Significant Accounting Policies - Allowance for Credit Losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Summary of Significant Accounting Policies
Balance at Beginning of Period	$ 1,071	$ 618
Charged to Costs and Expenses	681	983
Allowance From Acquisitions		18
Write Off of Uncollectible Accounts, Net of Recoveries	(616)	(548)
Balance at End of Period	$ 1,136	$ 1,071

Summary of Significant Accounting Policies - Basic and diluted earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Numerator:
Net (loss) income	$ (7,899)	$ 3,460
Less: (Loss) income allocated to unvested participating securities	(368)	111
Net (loss) income available to common shareholders	$ (7,531)	$ 3,349
Denominator:
Denominator for basic earnings per share - weighted average shares	6,152,000	6,075,000
Effect of dilutive securities:
Denominator for diluted earnings per share - adjusted weighted-average shares and assumed conversions	6,152,000	6,075,000
(Loss) income per share:
Basic (in dollars per share)	$ (1.22)	$ 0.55
Diluted (in dollars per share)	$ (1.22)	$ 0.55
Anti-dilutive securities excluded from computation of earnings per share, amount	0	0

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2025

Summary of Significant Accounting Policies

Schedule of activity in the allowance for doubtful accounts


								Write Off of
	Balance		Charged to		Allowance			Uncollectible		Balance at
	at Beginning		Costs and		From			Accounts, Net of		End of
Year Ended	of Period		Expenses		Acquisitions			Recoveries		Period

	(in thousands)
December 31, 2025	$	1,071	$	681	$	—		$	(616)	$	1,136
December 31, 2024	$	618	$	983	$	18		$	(548)	$	1,071

Schedule of property and equipment


		Estimated			December 31,
		Useful Life			2025		2024

		(In thousands)

Land and land improvements			—		$	13,468	$	15,524
Buildings			31.5 years			41,490		41,292
Towers and antennae			7-15 years			21,603		27,969
Equipment			3-15 years			56,687		55,647
Furniture, fixtures and leasehold improvements			7-20 years			8,359		8,314
Vehicles			5 years			2,669		2,807
						144,276		151,553
Accumulated depreciation						(97,863)		(99,646)
Net property and equipment					$	46,413	$	51,907

Schedule of significant departmental expenses included in station operating expenses


	Twelve Months Ended December 31,
	2025		2024

	(In thousands)
Programming and Technical	$	31,081	$	29,926
Station General and Administrative		27,573		28,080
Selling		22,383		23,472
Digital		7,454		6,615
Other ⁽¹⁾		3,290		3,742
Station Operating Expense	$	91,781	$	91,835

⁽¹⁾ Other includes production and news departments, advertising and promotional expense.

Schedule of computation of basic and diluted earnings per share



	Years Ended December 31,
	2025		2024

	(In thousands, except per share data)
Numerator:
Net (loss) income	$	(7,899)	$	3,460
Less: (Loss) income allocated to unvested participating securities		(368)		111
Net (loss) income available to common shareholders	$	(7,531)	$	3,349

Denominator:
Denominator for basic earnings per share — weighted average shares		6,152		6,075
Effect of dilutive securities:
Common stock equivalents		—		—
Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions		6,152		6,075

(Loss) income per share:
Basic	$	(1.22)	$	0.55
Diluted	$	(1.22)	$	0.55

Employee Benefit Plans (Details) - USD ($)	12 Months Ended
Employee Benefit Plans (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Employee Benefit Plans
Administrative expense	$ 1,000	$ 1,000
Discretionary contribution to the plan	305,000	291,000
Deferred compensation expense	307,000	332,000
Deferred compensation liability	$ 2,900,000	$ 2,400,000

Acquisitions and Dispositions - Pro Forma Results of Operations for Acquisitions (Details) - Assets of WKOA (FM), WKHY (FM), WASK (FM), WXXB (FM), WASK (AM) and W269DJ from Neuhoff Communications, Inc. $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) $ / shares
Acquisitions and Dispositions
Net operating revenue	$ 114,087
Station operating expense	92,750
Corporate general and administrative	12,398
Depreciation and amortization	5,512
Other operating (income) expense, net	1,048
Operating (loss) income	2,379
Interest expense	479
Interest income	(1,047)
Other income	(1,516)
(Loss) income before income tax expense	4,463
Current	1,200
Deferred	(119)
Income tax (benefit) expense	1,081
Net (loss) income	$ 3,382
(Loss) income per share:
Basic (in dollars per share) \| $ / shares	$ 0.54
Diluted (in dollars per share) \| $ / shares	$ 0.54

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Pay vs Performance Disclosure
Net Income (Loss)	$ (7,899)	$ 3,460

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Sale-Leaseback Transaction (Tables)

12 Months Ended

Dec. 31, 2025

Sale-Leaseback Transaction

Schedule of activity related to the right-of-use asset associated with the sale-leaseback transaction

The activity related to the prepaid rent associated with the sale-leaseback transaction for the year ended December 31, 2025 was as follows (in thousands):


			Amount
Prepaid rent at lease commencement			$ 5,244
Amortization expense (non-cash rent expense)			(54)
Prepaid rent at December 31, 2025			$ 5,190

Acquisitions and Dispositions - Key assumptions used in the discounted cash flow analysis (Details)	Dec. 31, 2025
Discount rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
FCC license	0.095
Operating profit margin ranges
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
FCC license	0.275
Market long-term revenue growth rates
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
FCC license	0.005

Broadcast Licenses, Goodwill and Other Intangible Assets - Schedule of certain key estimates and assumptions used in impairment test (Details)	Dec. 31, 2025	Dec. 31, 2024
Discount rates \| Licensing Agreements
Finite-Lived Intangible Assets
Impairment measurement input	0.085	0.09
Discount rates \| Goodwill
Finite-Lived Intangible Assets
Impairment measurement input	0.085	0.09
Operating profit margin ranges \| Licensing Agreements \| Minimum
Finite-Lived Intangible Assets
Impairment measurement input	0.216	0.178
Operating profit margin ranges \| Licensing Agreements \| Maximum
Finite-Lived Intangible Assets
Impairment measurement input	0.248	0.364
Operating profit margin ranges \| Goodwill \| Minimum
Finite-Lived Intangible Assets
Impairment measurement input	0.134	0.197
Operating profit margin ranges \| Goodwill \| Maximum
Finite-Lived Intangible Assets
Impairment measurement input	0.195	0.27
Market long-term revenue growth rates \| Licensing Agreements \| Minimum
Finite-Lived Intangible Assets
Impairment measurement input	(0.005)	0.005
Market long-term revenue growth rates \| Licensing Agreements \| Maximum
Finite-Lived Intangible Assets
Impairment measurement input		0.015
Market long-term revenue growth rates \| Goodwill
Finite-Lived Intangible Assets
Impairment measurement input		0.012
Market long-term revenue growth rates \| Goodwill \| Minimum
Finite-Lived Intangible Assets
Impairment measurement input	0.2
Market long-term revenue growth rates \| Goodwill \| Maximum
Finite-Lived Intangible Assets
Impairment measurement input	1.1

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Common Stock

12 Months Ended

Dec. 31, 2025

Common Stock

Common Stock

11. Common Stock

As previously disclosed, the passing of our founder and former Chairman, President and CEO Edward K. Christian, and the resultant transfer of his Class B shares into an estate planning trust resulted in an automatic conversion of each Class B share he held into one fully paid and non-assessable Class A share. We no longer have any shares of Class B Common Stock issued or outstanding, nor will there be any issued in the future.

Dividends. Shareholders are entitled to receive such dividends as may be declared by our Board of Directors out of funds legally available for such purpose. However, no dividend may be declared or paid in cash or property on any share of any class of Common Stock unless simultaneously the same dividend is declared or paid on each share of the other class of common stock. In the case of any stock dividend, holders of Class A Common Stock are entitled to receive the same percentage dividend (payable in shares of Class A Common Stock) as the holders of Class B Common Stock receive (payable in shares of Class B Common Stock).

Voting Rights. Holders of shares of Common Stock vote as a single class on all matters submitted to a vote of the shareholders, with each share of Class A Common Stock entitled to one vote. Prior to Mr. Christian’s passing, each share of Class B Common Stock was entitled to ten votes, except (i) in the election for directors, (ii) with respect to any “going private” transaction between the Company and the Class B shareholder, and (iii) as otherwise provided by law.

Prior to Mr. Christian’s passing, in the election of directors, the holders of Class A Common Stock, voting as a separate class, were entitled to elect twenty-five percent, or two, of our at the time eight directors. The holders of the Common Stock, voting as a single class with each share of Class A Common Stock entitled to one vote and each share of Class B Common Stock entitled to ten votes, were entitled to elect the remaining directors. The Board of Directors consisted of eight members at December 31, 2025. Currently, our Board of Directors consists of eight members. Holders of Common Stock are not entitled to cumulative voting in the election of directors.

The holders of the Common Stock vote as a single class with respect to any proposed “going private” transaction with each share of each class of Common Stock entitled to one vote per share.

Under Florida law, the affirmative vote of the holders of a majority of the outstanding shares of any class of common stock is required to approve, among other things, a change in the designations, preferences and limitations of the shares of such class of common stock.

Liquidation Rights. Upon our liquidation, dissolution, or winding-up, the holders of Class A Common Stock are entitled to share ratably in accordance with the number of shares held in all assets available for distribution after payment in full of creditors.

- Definition

The entire disclosure for equity.

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+ Details

Summary of Significant Accounting Policies - Dividends (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($) dividend $ / shares	Dec. 31, 2024 USD ($) dividend $ / shares
Summary of Significant Accounting Policies
Cash dividends paid	$ 6,433	$ 22,520
Class A Common Stock
Summary of Significant Accounting Policies
Number of quarterly cash dividends declared \| dividend	4	4
Cash dividend paid (in dollars per share) \| $ / shares	$ 1	$ 1.6
Dividends paid	$ 6,400	$ 10,000
Cash dividends paid		$ 12,500

Income Taxes - Reconciliation of income tax (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Reconciliation of income tax amount
Tax expense (benefit) at U.S. statutory rates	$ (2,198,000)	$ 960,000
Tax Jurisdiction of Domicile [Extensible Enumeration]	country:US	country:US
State tax expense, net of federal benefit	$ (498,000)	$ 270,000
Effective Income Tax Rate Reconciliation, State and Local Jurisdiction, Contribution Greater than 50 Percent, Tax Effect [Extensible Enumeration]	stpr:MA, stpr:VA, stpr:WI	stpr:MA, stpr:NH, stpr:VA, stpr:WI
Tax expense on deficit from restricted stock vesting	$ 156,000	$ 167,000
Tax benefit from dividends paid on restricted stock	(57,000)	(144,000)
Other nontaxable and nondeductible items, net	59,000	(134,000)
Other adjustments	(32,000)	(9,000)
Total income tax provision	$ (2,570,000)	$ 1,110,000
Reconciliation of income tax percent
Tax expense (benefit) at U.S. statutory rates percent	21.00%	21.00%
State tax expense (benefit), net of federal benefit percent	4.80%	5.90%
Tax expense on deficit from restricted stock vesting percent	(1.50%)	3.70%
Tax benefit from dividends paid on restricted stock percent	0.50%	(3.20%)
Other nontaxable and nondeductible items, net percent	(0.60%)	(2.90%)
Other adjustments percent	0.30%	(0.20%)
Effective Income Tax Rate, Percent	24.50%	24.30%

Long-Term Debt - Future maturities of long-term debt (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Long-Term Debt
2027	$ 5,000
Long-term debt, Total	$ 5,000	$ 5,000

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

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+ Details

Income Taxes - Significant components of the Company's deferred tax liabilities and assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Deferred tax liabilities:
Property and equipment	$ 3,327,000	$ 3,852,000
Intangible assets	18,662,000	23,377,000
Right of use assets	2,380,000	1,803,000
Prepaid expenses	511,000	470,000
Total deferred tax liabilities	24,880,000	29,502,000
Deferred tax assets:
Allowance for credit losses	211,000	194,000
Compensation	1,246,000	1,259,000
Lease liability	1,407,000	1,890,000
Other accrued liabilities	89,000	152,000
Gross deferred tax assets	2,953,000	3,495,000
Less: valuation allowance	0	0
Total net deferred tax assets	2,953,000	3,495,000
Net deferred tax liabilities	21,927,000	26,007,000
Current portion of deferred tax assets	425,000	628,000
Non-current portion of deferred tax liabilities	(22,352,000)	(26,635,000)
Net deferred tax liabilities	(21,927,000)	(26,007,000)
Net deferred tax assets and liabilities	$ 2,953,000	$ 3,495,000

Broadcast Licenses, Goodwill and Other Intangible Assets - Amortizable intangible assets (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Finite-Lived Intangible Assets
Gross Carrying Amount	$ 17,399	$ 17,387
Accumulated Amortization	16,645	16,257
Net Amount	754	1,130
Customer relationships
Finite-Lived Intangible Assets
Gross Carrying Amount	5,560	5,560
Accumulated Amortization	5,160	4,860
Net Amount	400	700
Non-competition agreements
Finite-Lived Intangible Assets
Gross Carrying Amount	3,861	3,861
Accumulated Amortization	3,861	3,861
Favorable lease agreements
Finite-Lived Intangible Assets
Gross Carrying Amount	5,965	5,965
Accumulated Amortization	5,706	5,679
Net Amount	259	286
Other intangibles
Finite-Lived Intangible Assets
Gross Carrying Amount	2,013	2,001
Accumulated Amortization	1,918	1,857
Net Amount	$ 95	$ 144

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Related Party Transactions

12 Months Ended

Dec. 31, 2025

Related Party Transactions

Related Party Transactions

10. Related Party Transactions

Payments Under the Principal Shareholder Employment Agreement

Following the passing of Mr. Christian on August 19, 2022, the Company was required to make several payments to his estate as outlined in his employment agreement and disclosed previously. Under the agreement, the Company was responsible to pay the estate’s income tax obligation relating to the transfer of a split dollar life insurance policy and as such, recorded $480,000 in the fourth quarter of 2024 when the transfer of the policy occurred. The payment was made to the estate on July 31, 2025. Additionally, under the agreement, the Company shall continue to pay for the healthcare coverage and life insurance premiums for Mr. Christian’s spouse for ten years which totals approximately $800,000.

Mr. Forgy’s Employment Agreement

On November 16, 2022, we entered into an employment agreement with Christopher S. Forgy, who was appointed as our President and CEO effective December 7, 2022. Mr. Forgy’s employment agreement had an initial term of three years, and in December 2024, pursuant to the agreement, we and Mr. Forgy mutually agreed to extend the term for the

additional two years (the “renewal period”). Under the agreement, Mr. Forgy’s base salary is set at $670,000 for the first year and will increase 4% annually.

Mr. Forgy will have the opportunity to earn an annual performance bonus under the CEO Plan. His bonus in any fiscal year will be in a minimum of 35% and a maximum of 100% of his annual base salary as of January 1 of the fiscal year, and will be based on his performance and the achievement of performance goals established by the Compensation Committee within the first 90 days of the fiscal year. The Board may instead grant Mr. Forgy a discretionary bonus in the case of a financial, national or global occurrence, or a generally difficult year. Mr. Forgy was granted a $215,000 discretionary bonus for the 2025 fiscal year and a $243,950 discretionary bonus for the 2024 fiscal year. Mr. Forgy is also eligible for equity awards under the 2023 Incentive Compensation Plan, or any successor equity incentive plan, in accordance with the provisions of that plan that apply to the CEO.

Mr. Forgy will continue to participate in our employee benefit plans, including the medical reimbursement plan, 401(k) plan, deferred compensation plan, and other health and welfare benefit plans. He will be entitled to five weeks of paid vacation days per calendar year. The Company will furnish him with an automobile, pay the initiation fee and monthly dues for a non-golf country club membership and provide Mr. Forgy with a split dollar life insurance agreement with premiums payable by the Company.

Either the Company or Mr. Forgy may terminate the employment term for any reason generally with 30 days advance notice. If Mr. Forgy’s employment is terminated by us for cause, if he resigns without good reason, or if his employment terminates by reason of death or disability, he will receive any accrued but unpaid base salary and any benefits under the Company’s benefit plans (the “accrued amounts.”)

If Mr. Forgy’s employment is terminated by us without cause or if he resigns for good reason, he will receive the accrued amounts; continuation of his base salary for the longer of 18 months or the remainder of the three year initial term or the two-year renewal period, as applicable; any awarded but unpaid annual bonus with respect to any completed fiscal year preceding the termination date; immediate and full vesting of any unvested shares of restricted stock then held by Mr. Forgy; and payment or reimbursement of COBRA premiums for Mr. Forgy and his spouse for up to 18 months.

Mr. Forgy agreed that, for a period of 12 months after the termination of his employment, he will not (i) solicit business of the type performed by the Company anywhere in the United States; (ii) solicit from any person who has purchased services from the Company during the three years preceding his termination for business of the type performed by the Company in the United States, or in any other location; or (iii) offer employment to any person employed by the Company, or entice any such person to leave employment with the Company. The employment agreement also contains customary confidentiality and non-disparagement covenants.

Change in Control Agreements

In December 2007, Samuel D. Bush, Senior Vice President and Chief Financial Officer, and Catherine Bobinski, Senior Vice President/Finance, Chief Accounting Officer and Corporate Controller, entered into Change in Control Agreements. In September 2018, Christopher S. Forgy, Senior Vice President of Operations entered into a Change in Control Agreement. In July 2020, Eric Christian, Chief Marketing Officer entered into a Change in Control Agreement. Eric Christian is the son of Edward K. Christian, our former President, CEO and Chairman. In September 2025, Wayne Leland, Senior Vice President/Chief Operating Officer, entered into a Change in Control Agreement with the Company. A change in control is defined to mean the occurrence of (a) any person or group becoming the beneficial owner, directly or indirectly, of more than 30% of the combined voting power of the Company’s then outstanding securities and Mr. Christian ceasing to be Chairman and CEO of the Company; (b) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which results in the voting securities of the Company outstanding immediately prior thereto continuing to represent more than 50% of the combined voting securities of the Company or such surviving entity; or (c) the approval of the shareholders of the Company of a plan of

complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of its assets.

If there is a change in control, the Company shall pay a lump sum payment within 45 days of 1.5 times the average of the executive’s last three full calendar years of such executive’s base salary and any annual cash bonus paid. In the event that such payment constitutes a “parachute payment” within the meaning of Section 280G subject to an excise tax imposed by Section 4999 of the Internal Revenue Code, the Company shall pay the executive an additional amount so that the executive will receive the entire amount of the lump sum payment before deduction for federal, state and local income tax and payroll tax. In the event of a change in control (other than the approval of plan of liquidation), the Company or the surviving entity may require as a condition to receipt of payment that the executive continue in employment for a period of up to six months after consummation of the change in control. During such six months, executive will continue to earn his pre-existing salary and benefits. In such case, the executive shall be paid the lump sum payment upon completion of the continued employment. If, however, the executive fails to remain employed during this period of continued employment for any reason other than (a) termination without cause by the Company or the surviving entity, (b) death, (c) disability or (d) breach of the agreement by the Company or the surviving entity, then executive shall not be paid the lump sum payment. In addition, if the executive’s employment is terminated by the Company without cause within six months prior to the consummation of a change in control, then the executive shall be paid the lump sum payment within 45 days of such change in control.

Other Related Party Transactions

Effective June 19, 2019, we employed Eric Christian, son of Edward K. Christian, our President, CEO and Chairman at the time, as our Director of Solution Architecture. Eric Christian was promoted to Vice President of Digital Solutions in July 2020 and was subsequently promoted to Chief Marketing Officer in February 2023. The Board of Directors approved the employment of Eric Christian and subsequent promotions. As previously disclosed, Edward K. Chrisian passed away in August 2022 which resulted in the conversion of his Class B Shares into Class A Shares that were transferred to an estate planning trust, of which Edward K. Christian’s surviving spouse, and Eric Christian’s mother serves as co-trustee. The estate owns approximately 14.0% of the Common Stock outstanding. We also employed Sera Christian, granddaughter of the trustee of the Edward K. Christian estate. In October 2025, we employed Wendy Wagner, stepdaughter of Christoper S. Forgy, our President and CEO, as our Human Resources Manager. The Board of Directors approved the employment of Wendy Wagner.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

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+ Details

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2025	Apr. 09, 2026	Jun. 30, 2025
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2025
Document Transition Report	false
Entity File Number	1-11588
Entity Registrant Name	SAGA COMMUNICATIONS, INC.
Entity Incorporation, State or Country Code	FL
Entity Tax Identification Number	38-3042953
Entity Address, Address Line One	73 Kercheval Avenue
Entity Address, City or Town	Grosse Pointe Farms
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48236
City Area Code	313
Local Phone Number	886-7070
Title of 12(b) Security	Class A Common Stock, $.01 par value
Trading Symbol	SGA
Security Exchange Name	NASDAQ
Entity Well Known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 52,914,030
Entity Common Stock, Shares Outstanding		6,363,968
Documents Incorporated by Reference [Text Block]	Portions of the Proxy Statement for the 2026 Annual Meeting of Shareholders (to be filed with the Securities and Exchange Commission not later than 120 days after the end of the Company’s fiscal year) are incorporated by reference in Part III hereof.
Auditor Firm ID	173
Auditor Name	Crowe LLP
Auditor Location	Fort Lauderdale, Florida
Entity Central Index Key	0000886136
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Amendment Flag	false

Broadcast Licenses, Goodwill and Other Intangible Assets - Changes to broadcast licenses (Details) - USD ($)	3 Months Ended		12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2025	Dec. 31, 2024
Broadcast Licenses, Goodwill and Other Intangible Assets
Balance			$ 91,497,000	$ 90,240,000
Acquisitions				2,150,000
Impairment Charge	$ (1,168,000)	$ 0	(1,168,000)
Disposals			(18,000)	(893,000)
Balance	$ 90,311,000	$ 91,497,000	$ 90,311,000	$ 91,497,000

Fair Value Measurements

12 Months Ended

Dec. 31, 2025

Fair Value Measurements

Fair Value Measurements

13. Fair Value Measurements

As defined in ASC Topic 820, fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Unobservable inputs in which there is little or no market data available, which requires management to develop its own assumptions in pricing the asset or liability.

Our assets and liabilities disclosed at fair value are summarized below ($000’s omitted):


				Fair Value
		Fair Value		December 31,			December 31,
Financial Instrument		Hierarchy		2025			2024
Cash and cash equivalents		Level 1		$	22,506		$	18,860
Short-term investments		Level 1			9,300			8,927
Accounts receivable, net of allowance		Level 1			14,031			15,941
Revolving Credit Facility		Level 2			5,000			5,000

Our financial instruments are comprised of cash and cash equivalents, short-term investments and long-term debt. The carrying value of cash and cash equivalents, short-term investments and accounts receivable approximate fair value due to their short maturities. The fair value of cash and cash equivalents, and short-term investments derived from quoted market prices and are considered a level 1. Interest on the Credit Facility is at a variable rate, and as such the debt obligation outstanding approximates fair value and is considered a level 2.

Non-Recurring Fair Value Measurements

We have certain assets that are measured at fair value on a non-recurring basis under the circumstances and events described in Note 3 — Broadcast Licenses, Goodwill and Other Intangibles, and are adjusted to fair value only when the carrying values are more than the fair values.

During the fourth quarter of 2025, the Company wrote down the Ithaca, New York broadcast license with a carrying value of $4,181,000 to its fair value of $3,013,000, resulting in a non-cash impairment charge of $1,168,000. During the fourth quarter of 2025, the Company wrote down our entire goodwill balance of $19,229,000, resulting in a non-cash

impairment charge of $19,229,000. Both of these non-cash impairment charges are included in the net loss at December 31, 2025.

During the fourth quarter of 2024, we reviewed the fair value of the assets that are measured at fair value on a non-recurring basis and concluded that these assets were not impaired as the fair value of these assets equaled or exceeded their carrying values.

During the fourth quarter of 2025, we measured our prepaid rent at fair value on a non-recurring basis under the Sale-Leaseback Transaction described in Note 16 – Sale Leaseback Transaction for the tower sale and subsequent lease of tower space.

Additionally, we measured Property, Plant and Equipment and Broadcast License at fair value on a non-recurring basis under the circumstances and events described in Note 9 – Acquisitions and Dispositions for our Lafayette, Indiana market purchase during 2024.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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+ Details

Broadcast Licenses, Goodwill and Other Intangible Assets - Changes to Goodwill (Details) - USD ($)	3 Months Ended		12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2025	Dec. 31, 2024
Broadcast Licenses, Goodwill and Other Intangible Assets
Goodwill, Beginning Balance	$ 19,229,000		$ 19,229,000	$ 19,236,000
Acquisitions				76,000
Disposals				(83,000)
Impairment Charge	(19,229,000)	$ 0	(19,229,000)
Goodwill, Ending Balance	$ 0	$ 19,229,000	$ 0	$ 19,229,000

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

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+ Details

- Definition

Amount of impairment loss from asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References + Details

Subsequent Events

12 Months Ended

Dec. 31, 2025

Subsequent Events

Subsequent Events

17. Subsequent Events

On February 12, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.25 per share on its Class A Common Stock. This dividend, totaling approximately $1,600,000, was paid on March 20, 2026 to shareholders of record on February 26, 2026.

See Note 16 – Sale Leaseback Transaction for a discussion of certain Amendments to the Company’s sale-leaseback transaction.

Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Property and equipment
Property and equipment, Gross	$ 144,276,000	$ 151,553,000
Accumulated depreciation	(97,863,000)	(99,646,000)
Net property and equipment	46,413,000	51,907,000
Continuing Operations
Property and equipment
Depreciation expense	4,789,000	5,013,000
Land and land improvements
Property and equipment
Property and equipment, Gross	13,468,000	15,524,000
Building
Property and equipment
Property and equipment, Gross	$ 41,490,000	41,292,000
Estimated Useful Life	31 years 6 months
Towers and antennae
Property and equipment
Property and equipment, Gross	$ 21,603,000	27,969,000
Towers and antennae \| Minimum
Property and equipment
Estimated Useful Life	7 years
Towers and antennae \| Maximum
Property and equipment
Estimated Useful Life	15 years
Equipment
Property and equipment
Property and equipment, Gross	$ 56,687,000	55,647,000
Equipment \| Minimum
Property and equipment
Estimated Useful Life	3 years
Equipment \| Maximum
Property and equipment
Estimated Useful Life	15 years
Furniture, fixtures and leasehold improvements
Property and equipment
Property and equipment, Gross	$ 8,359,000	8,314,000
Furniture, fixtures and leasehold improvements \| Minimum
Property and equipment
Estimated Useful Life	7 years
Furniture, fixtures and leasehold improvements \| Maximum
Property and equipment
Estimated Useful Life	20 years
Vehicles
Property and equipment
Property and equipment, Gross	$ 2,669,000	$ 2,807,000
Estimated Useful Life	5 years

Summary of Significant Accounting Policies - Significant departmental expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Summary of Significant Accounting Policies
Programming and Technical	$ 31,081	$ 29,926
Station General and Administrative	27,573	28,080
Selling	22,383	23,472
Digital	7,454	6,615
Other	3,290	3,742
Station Operating Expense	$ 91,781	$ 91,835

Litigation

12 Months Ended

Dec. 31, 2025

Litigation

Litigation

14. Litigation

The Company is subject to various outstanding claims which arise in the ordinary course of business and to other legal proceedings. Management anticipates that any potential liability of the Company, which may arise out of or with respect to these matters, will not materially affect the Company’s financial statements.

Broadcast Licenses, Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2025

Broadcast Licenses, Goodwill and Other Intangible Assets

Schedule of changes to broadcast licenses


		Total
		(in thousands)

Balance at January 1, 2024		$	90,240
Acquisitions			2,150
Disposals			(893)
Balance at December 31, 2024		$	91,497
Impairment Charge			(1,168)
Disposals			(18)
Balance at December 31, 2025		$	90,311

Schedule of changes to goodwill


		Total
		(in thousands)

Balance at January 1, 2024		$	19,236
Acquisitions			76
Disposals			(83)
Balance at December 31, 2024		$	19,229
Impairment Charge			(19,229)
Balance at December 31, 2025		$	—

Schedule of amortizable intangible assets


		Gross
		Carrying			Accumulated			Net
		Amount			Amortization			Amount

		(In thousands)
Non-competition agreements		$	3,861		$	3,861		$	—
Favorable lease agreements			5,965			5,706			259
Customer relationships			5,560			5,160			400
Other intangibles			2,013			1,918			95
Total amortizable intangible assets		$	17,399		$	16,645		$	754


		Gross
		Carrying			Accumulated			Net
		Amount			Amortization			Amount

		(In thousands)
Non-competition agreements		$	3,861		$	3,861		$	—
Favorable lease agreements			5,965			5,679			286
Customer relationships			5,560			4,860			700
Other intangibles			2,001			1,857			144
Total amortizable intangible assets		$	17,387		$	16,257		$	1,130

Licensing Agreements

Broadcast Licenses, Goodwill and Other Intangible Assets

Schedule of key estimates and assumptions used in the impairment tests


		Fourth		Fourth
		Quarter		Quarter
		2025		2024
Discount rates		8.5	%	9.0	%
Operating profit margin ranges		21.6%-24.8	%	17.8% - 36.4	%
Market long-term revenue growth rates		-0.5	%	0.5% - 1.5	%

Goodwill

Broadcast Licenses, Goodwill and Other Intangible Assets

Schedule of key estimates and assumptions used in the impairment tests


Discount rate	8.5	%
Operating profit margin ranges	13.4 %-19.5	%
Long-term revenue growth rate	0.2%-1.1	%


Discount rate	9.0	%
Operating profit margin ranges	19.7 % - 27.0	%
Long-term revenue growth rate	1.2	%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Income Taxes

12 Months Ended

Dec. 31, 2025

Income Taxes

Income Taxes

6. Income Taxes

On July, 4, 2025, new tax law was signed known as the One Big Beautiful Bill Act (“OBBBA”), providing permanent extension for several business tax provisions originally enacted under the Tax Law and Jobs Act and introduced significant changes to the U.S. federal income tax system, effective beginning with the 2025 calendar year. Key provisions of the legislation include the restoration of 100% bonus depreciation. The Company recorded the impacts of the new OBBBA tax provisions in its financial statements for 2025. The primary impact of the legislation was increased tax amortization and depreciation.

An income tax benefit of $2,570,000 was recorded for the year ended December 31, 2025 compared to income tax expense of $1,110,000 for the year ended December 31, 2024. The effective tax rate was approximately 24.5% for the year ended December 31, 2025 compared to 24.3% for the year ended December 31, 2024. The 2024 year to date tax rate was impacted by the transfer of a split dollar life insurance policy in the fourth quarter valued at $1 million to the estate of our previous CEO in accordance with his employment agreement that was a permanent benefit difference between our book and taxable income.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax liabilities and assets are as follows:


		December 31,
		2025			2024

		(In thousands)

Deferred tax liabilities:
Property and equipment		$	3,327		$	3,852
Intangible assets			18,662			23,377
Right of use assets			2,380			1,803
Prepaid expenses			511			470
Total deferred tax liabilities			24,880			29,502
Deferred tax assets:
Allowance for credit losses			211			194
Compensation			1,246			1,259
Lease liability			1,407			1,890
Other accrued liabilities			89			152
			2,953			3,495
Less: valuation allowance			—			—
Total net deferred tax assets			2,953			3,495
Net deferred tax liabilities		$	21,927		$	26,007
Current portion of deferred tax assets		$	425		$	628
Non-current portion of deferred tax liabilities			(22,352)			(26,635)
Net deferred tax liabilities		$	(21,927)		$	(26,007)

Deferred tax assets are required to be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. At December 31, 2025 and December 31, 2024, we do not have a valuation allowance for net deferred tax assets.

At December 31, 2025 and 2024, net deferred tax liabilities include a deferred tax asset of $2,953,000 and $3,495,000, respectively, relating to deferred compensation, stock-based compensation expense, accrued compensation, lease liabilities, the allowance for credit losses, and other accrued expenses.

The significant components of the provision for income taxes are as follows:


		Years Ended December 31,
		2025			2024

		(In thousands)
Current:
Federal		$	1,200		$	940
State			320			285
Total current			1,520			1,225
Deferred:
Federal			(3,340)			(150)
State			(750)			35
Total deferred (benefit)			(4,090)			(115)

Total Income Tax Provision (Benefit)		$	(2,570)		$	1,110

The reconciliation of income tax on income (loss) computed at the U.S. federal statutory tax rates to the recorded income tax expense (benefit) for the Company is as follows:


		Years Ended December 31,

		2025					2024
		Amount		Percent			Amount		Percent

		(In thousands)
Tax expense (benefit) at U.S. statutory rates		$	(2,198)	21.0	%		$	960	21.0	%
State tax expense (benefit), net of federal benefit ⁽¹⁾			(498)	4.8	%			270	5.9	%
Nontaxable or nondeductible items
Tax expense on deficit from restricted stock vesting			156	(1.5)	%			167	3.7	%
Tax benefit from dividends paid on restricted stock			(57)	0.5	%			(144)	(3.2)	%
Other nontaxable and nondeductible items, net			59	(0.6)	%			(134)	(2.9)	%
Other adjustments			(32)	0.3	%			(9)	(0.2)	%
Income tax (benefit) expense		$	(2,570)	24.5	%		$	1,110	24.3	%

⁽¹⁾ In 2025, state taxes in Massachusetts, Wisconsin and Virginia make up the majority of the tax effect in this category. In 2024, state taxes in Massachusetts, Wisconsin, Virginia and New Hampshire make up the majority of the tax effect in this category.

The 2025 effective tax rates exceed the federal statutory rate primarily due to non-deductible compensation related expenses and state income taxes. The 2024 effective tax rate exceeds the federal statutory rate primarily due to the inclusion of state taxes in the income tax amount offset by a permanent benefit difference primarily relating to executive compensation and the transfer of a split dollar life insurance policy to the estate of our former CEO that resulted in a permanent difference between book and taxable income.

The Company files income taxes in the U.S. federal jurisdiction, and in various state and local jurisdictions. The Company is no longer subject to U.S. federal examinations by the Internal Revenue Service (IRS) for years prior to 2023. The Company is subject to examination for income and non-income tax filings in various states and federal income tax.

As of December 31, 2025, and 2024 there were no accrued balances recorded related to uncertain tax positions.

We classify income tax-related interest and penalties that are related to income tax liabilities as a component of income tax expense. For the year ended December 31, 2025 and 2024, we had $362 and $2,000, respectively, in tax-related interest and penalties and had $0 accrued at December 31, 2025 and 2024.

- Definition

The entire disclosure for income tax.

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+ Details

Acquisitions and Dispositions - Recognized Identified Assets Acquired and Liabilities Assumed (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Assets Acquired:
Current assets	$ 534
Property and equipment	2,035
Other assets:
Broadcast licenses	2,150
Goodwill	76
Other intangibles, deferred costs and investments	1,044
Total other assets	3,270
Total assets acquired	5,839
Liabilities Assumed:
Current liabilities	128
Total liabilities assumed	128
Net assets acquired	$ 5,711

Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Long-Term Debt
Long-term debt, Total	$ 5,000	$ 5,000
Long-term debt, noncurrent	$ 5,000	$ 5,000

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

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+ Details

Related Party Transactions (Details) - USD ($)				1 Months Ended	3 Months Ended
Related Party Transactions (Details) - USD ($)	Nov. 16, 2022	Aug. 22, 2022	Aug. 19, 2022	Sep. 30, 2025	Dec. 31, 2024	Dec. 31, 2025
Related Party Transactions
Change in control benchmark percentage of combined voting power				30.00%
Change in control benchmark percentage of voting securities				50.00%
Payment period relating to change in control				45 days
Multiplier for calculating lump sum payment				1.5
Former Shareholder
Related Party Transactions
Estate ownership percentage			14.00%
Amended 2011 Principal Shareholder Employment Agreement \| 2005 Incentive Compensation Plan
Related Party Transactions
Income tax obligation relating to the payout of the life insurance policy					$ 480,000
Health coverage and life insurance policy term		10 years
Health coverage and Life insurance premium		$ 800,000
Mr. Forgy Employment Agreement
Related Party Transactions
Salary paid	$ 670,000
Increase in salary per annum	4.00%
Number of weeks of paid vacation	35 days
Number of years of employment agreement	3 years
Number of years of extension of employment agreement	2 years
Performance goals achievement period	90 days
Discretionary bonus					$ 243,950	$ 215,000
Number of days for termination of employment	30 days
Number of years of agreement not to purchase services from solicit person	12 months
Number of years for non competing	3 years
Mr. Forgy Employment Agreement \| Employment termination by company without cause
Related Party Transactions
Number of years of employment agreement	3 years
Number of years of extension of employment agreement	2 years
Number of months of continuation of base salary	18 months
Number of years of continuation of base salary from initial term	18 months
Mr. Forgy Employment Agreement \| Minimum
Related Party Transactions
Percentage of annual performance bonus	35.00%
Mr. Forgy Employment Agreement \| Maximum
Related Party Transactions
Percentage of annual performance bonus	100.00%
Change In Control Agreements
Related Party Transactions
Employee continuation period				6 months
Employee termination period				6 months

Long-Term Debt (Details) - USD ($)	12 Months Ended
Long-Term Debt (Details) - USD ($)	Dec. 31, 2025	Oct. 17, 2025	Oct. 16, 2025	Dec. 31, 2024
Long-Term Debt
Credit facility participation fee and fronting fee percentage	0.25%
Minimum \| Variable income interest rate
Long-Term Debt
Debt instrument, basis spread on variable rate	1.00%
Minimum \| Base Rate
Long-Term Debt
Debt instrument, basis spread on variable rate	0.00%
Maximum \| Variable income interest rate
Long-Term Debt
Debt instrument, basis spread on variable rate	2.00%
Maximum \| Base Rate
Long-Term Debt
Debt instrument, basis spread on variable rate	1.00%
Revolving Credit Facility
Long-Term Debt
Line of credit facility, commitment fee percentage	0.25%
Line of credit facility, remaining borrowing capacity	$ 35,000,000			$ 45,000,000
Revolving Credit Facility \| Variable income interest rate
Long-Term Debt
Interest rates under Credit Facility	3.87%
Revolving Credit Facility \| Minimum
Long-Term Debt
Line of credit facility, commitment fee percentage	0.20%
Revolving Credit Facility \| Maximum
Long-Term Debt
Line of credit facility, commitment fee percentage	0.30%
Revolving Credit Facility \| Second Amendment
Long-Term Debt
Aggregate amount			$ 50,000,000
Revolving Credit Facility \| Fourth Amendment
Long-Term Debt
Aggregate amount		$ 40,000,000

Supplemental Cash Flow Information (Details) - USD ($)	12 Months Ended
Supplemental Cash Flow Information (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Cash paid during the period for:
Interest	$ 408,000	$ 315,000
Federal income taxes (net of refunds)	800,000	1,200,000
State income taxes (net of refunds)	66,000	408,000
Non-cash transactions:
Barter revenue	2,418,000	2,442,000
Barter expense	2,325,000	2,531,000
Non-cash rent expense	54,000
Prepaid rent received as part of sale and lease back transaction	5,244,000
Use of treasury shares for 401(k) match	$ 290,000	$ 268,000

Consolidated Balance Sheets - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 22,506,000	$ 18,860,000
Short-term investments	9,300,000	8,927,000
Accounts receivable, less allowance of $1,136 ($1,071 in 2024)	14,031,000	15,941,000
Prepaid expenses and other current assets	2,624,000	2,606,000
Barter transactions	707,000	752,000
Total current assets	49,168,000	47,086,000
Property and equipment	144,276,000	151,553,000
Less accumulated depreciation	97,863,000	99,646,000
Net property and equipment	46,413,000	51,907,000
Other assets:
Broadcast licenses	90,311,000	91,497,000
Goodwill	0	19,229,000
Operating right-of-use assets	10,253,000	6,938,000
Other intangibles, deferred costs and investments, net of accumulated amortization of $16,645 ($16,257 in 2024)	5,177,000	5,068,000
Total assets	201,322,000	221,725,000
Current liabilities:
Accounts payable	2,914,000	3,080,000
Accrued expenses:
Accrued payroll and payroll taxes	5,327,000	5,542,000
Other accrued expenses	7,123,000	7,006,000
Barter transactions	794,000	930,000
Total current liabilities	16,158,000	16,558,000
Deferred income taxes	21,927,000	26,007,000
Long-term debt	5,000,000	5,000,000
Other liabilities	6,757,000	8,238,000
Total liabilities	49,842,000	55,803,000
Commitments and contingencies (Note 10, 12 and 14)
Shareholders' equity:
Preferred stock, 1,500 shares authorized, none issued and outstanding
Additional paid-in capital	75,749,000	74,334,000
Retained earnings	113,884,000	128,216,000
Treasury stock (1,959 shares in 2025 and 1,764 shares in 2024, at cost)	(38,236,000)	(36,710,000)
Total shareholders' equity	151,480,000	165,922,000
Total liabilities and shareholders' equity	201,322,000	221,725,000
Class A Common Stock
Shareholders' equity:
Class A common stock, $.01 par value, 35,000 shares authorized, 8,304 issued (8,183 in 2024)	$ 83,000	$ 82,000

Income Taxes - Significant components of the provision for income taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Current:
Federal	$ 1,200,000	$ 940,000
State	320,000	285,000
Total current	1,520,000	1,225,000
Deferred:
Federal	(3,340,000)	(150,000)
State	(750,000)	35,000
Total deferred (benefit)	(4,090,000)	(115,000)
Total income tax provision	$ (2,570,000)	$ 1,110,000

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

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+ Details

Commitments and Contingencies (Details) - USD ($)		3 Months Ended	12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Jan. 01, 2022	Sep. 30, 2025	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2003
Commitments and Contingencies
Option to extend			true
Operating right-of-use assets			$ 10,253,000	$ 6,938,000
Lease liabilities			$ 5,393,000	$ 7,300,000
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]			Other Liabilities, Noncurrent	Other Liabilities, Noncurrent
Current lease liabilities			$ 1,400,000	$ 1,500,000
Long-term lease liabilities			4,000,000	5,800,000
Additional lease assets recorded			5,713,000
Increase in ROU assets due to sale leaseback transaction			5,244,000
Increase in ROU assets due to normal operating activities				468,000
Payments on lease liabilities			1,861,000	1,883,000
Lease expense			$ 1,871,000	$ 1,915,000
Lessee, option to extend			true
Weighted average remaining lease term			4 years 10 months 24 days
Weighted average discount rate			6.00%
Contingent cash payment					$ 1,000,000
Interim License Agreement with American Society of Composers, Authors and Publishers
Commitments and Contingencies
License agreement term	5 years
Retroactive rate adjustments		$ 2,200,000

Consolidated Statements of Income (Loss) - USD ($) shares in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Consolidated Statements of Income (Loss)
Net operating revenue	$ 107,112,000	$ 112,919,000
Station operating expense	91,781,000	91,835,000
Corporate general and administrative	12,322,000	12,398,000
Depreciation and amortization	5,178,000	5,283,000
Other operating (income) expense, net	(11,522,000)	1,048,000
Impairment of goodwill	19,229,000
Impairment of intangible assets	1,168,000
Operating Expenses	118,156,000	110,564,000
Operating (loss) income	(11,044,000)	2,355,000
Interest expense	434,000	348,000
Interest income	(904,000)	(1,047,000)
Other income	(105,000)	(1,516,000)
(Loss) income before income tax expense	(10,469,000)	4,570,000
Income tax (benefit) expense:
Current	1,520,000	1,225,000
Deferred	(4,090,000)	(115,000)
Total income tax provision	(2,570,000)	1,110,000
Net (loss) income	$ (7,899,000)	$ 3,460,000
(Loss) Earnings per share:
Basic (in dollars per share)	$ (1.22)	$ 0.55
Diluted (in dollars per share)	$ (1.22)	$ 0.55
Weighted average common shares	6,152	6,075
Weighted average common and common equivalent shares	6,152	6,075
Dividends declared per share (in dollars per share)	$ 1	$ 1.6

Acquisitions and Dispositions

12 Months Ended

Dec. 31, 2025

Acquisitions and Dispositions

Acquisitions and Dispositions

9. Acquisitions and Dispositions

The consolidated statements of income (loss) include the operating results of the acquired stations from their respective dates of acquisition. All acquisitions were accounted for as purchases and, accordingly, the total purchase consideration was allocated to the acquired assets and assumed liabilities based on their estimated fair values as of the acquisition dates. The excess of the consideration paid over the estimated fair value of net assets acquired have been recorded as goodwill. The Company accounts for acquisition under the provisions of FASB ASC Topic 805, Business Combinations.

Management assigned fair values to the acquired property and equipment through a combination of cost and market approaches based upon each specific asset’s replacement cost, with a provision for depreciation, and to the acquired intangibles, primarily an FCC license, based on the Greenfield valuation methodology, a discounted cash flow approach.

2025 Dispositions

On February 18, 2025, we submitted a request to the FCC to cancel our FCC license for WVAX-AM located in our Charlottesville, Virginia market. We recorded a $19,000 loss on the disposal in our other operating (income) expense, net line item on our Consolidated Statement of Income (Loss).

2024 Acquisitions and Dispositions

On February 13, 2024, we entered into an agreement to purchase the assets of WKOA (FM), WKHY (FM), WASK (FM), WXXB (FM), WASK (AM) and W269DJ from Neuhoff Communications, Inc. serving the Greater Lafayette, Indiana radio market for $5.3 million, subject to certain purchase price adjustments. The Company closed on this transaction on May 31, 2024, using funds from operations and borrowings under our credit agreement, of $5,832,000, which included the purchase price of $5,300,000, the purchase of $499,000 in accounts receivable and transactional costs of approximately $121,000 offset by $88,000 in certain closing adjustments. Management attributes the goodwill recognized in the acquisition to the power of the existing brands in Lafayette, Indiana as well as synergies and growth opportunities expected through the combination with the Company’s existing stations. The $76,000 allocated to goodwill is deductible for tax purposes. The fair value of the property and equipment was estimated using cost and market approaches. The fair value of the FCC license was estimated using the discounted cash flow method. Goodwill was equal to the amount the purchase price exceeded the values allocated to the tangible and identifiable intangible assets. The Company finalized the fair value of the FCC license and goodwill during the fourth quarter of 2024 from the initial estimated after final determination of key assumptions used in the discounted cash flow analysis. The key assumptions used in the discounted cash flow analysis for the fair value of the FCC license were as follows:


Discount rate	9.5	%
Operating profit margin ranges	27.5	%
Market long-term revenue growth rates	0.5	%

On May 31, 2024, we closed on an agreement to sell WNDN-FM located in our Ocala-Gainesville, Florida market to Suncoast Radio, Inc. for $150,000. We recorded a $20,000 loss on the sale in our other operating (income) expense, net line on our Consolidated Statement of Income (Loss).

On March 29, 2024, we closed on an agreement to sell WYSE-AM, W275CP translator and W248CM translator located in our Asheville, North Carolina market to EZ Radio LLC for $10,000. We recorded a $147,000 loss on the sale in our other operating (income) expense, net line item on our Consolidated Statement of Income (Loss).

On March 22, 2024, we submitted a request to the FCC to cancel our FCC license for KBAI-AM located in our Bellingham, Washington market. We recorded an $800,000 loss on the disposal in our other operating (income) expense, net line item on our Consolidated Statement of Income (Loss).

Condensed Consolidated Balance Sheet of 2024 Acquisitions:

The following condensed balance sheets represent the estimated fair value assigned to the related assets and liabilities of the 2024 acquisitions at their respective acquisition dates. The allocation of the purchase price for the 2024 acquisition is final at December 31, 2024.

Condensed Consolidated Balance Sheet of 2024 Acquisitions


	Acquisitions in
	2024
	(In thousands)
Assets Acquired:
Current assets	$	534
Property and equipment		2,035
Other assets:
Broadcast licenses		2,150
Goodwill		76
Other intangibles, deferred costs and investments		1,044
Total other assets		3,270
Total assets acquired		5,839
Liabilities Assumed:
Current liabilities		128
Total liabilities assumed		128
Net assets acquired	$	5,711

Pro Forma Results of Operations for Acquisitions (Unaudited)

The following unaudited pro forma results of our operations for the year ended December 31, 2024 assume the 2024 acquisitions occurred as of January 1, 2024. The pro forma results give effect to certain adjustments, including depreciation, amortization of intangible assets, increased interest expense on acquisition debt and related income tax effects. The pro forma results have been prepared for comparative purposes only and do not purport to indicate the results of operations that would actually have occurred had the combinations been in effect on the dates indicated or which may occur in the future.


		Year Ended
		December 31,
		2024
		(In thousands, except per share data)
Pro forma Consolidated Results of Operations
Net operating revenue		$	114,087
Station operating expense			92,750
Corporate general and administrative			12,398
Depreciation and amortization			5,512
Other operating (income) expense, net			1,048
Operating (loss) income			2,379
Interest expense			479
Interest income			(1,047)
Other income			(1,516)
(Loss) income before income tax expense			4,463
Income tax (benefit) expense
Current			1,200
Deferred			(119)
			1,081
Net (loss) income		$	3,382

(Loss) income per share:
Basic		$	0.54
Diluted		$	0.54

- Definition

The entire disclosure for business combination.

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+ Details

Sale-Leaseback Transaction (Details)		12 Months Ended
Sale-Leaseback Transaction (Details)	Oct. 17, 2025 USD ($) item site	Dec. 31, 2025 USD ($) item	Dec. 31, 2024 USD ($)
Sale-Leaseback Transaction
Annual lease payment		$ 1,861,000	$ 1,883,000
Lease liabilities		5,393,000	7,300,000
Lease payments		10,253,000	$ 6,938,000
Antenna site lease agreement
Sale-Leaseback Transaction
Number Of Telecommunication Towers Agreed To Sell \| item	24
Number of sites \| site	22
Total purchase price	$ 10,700,000
Sales proceeds, net	10,100,000
Paid into escrow	$ 400,000
Number of tower with sale approval pending \| item	1
Annual lease payment	$ 1
Terms of Lease	25
Lease liabilities	$ 0
Discount rate	9.75%
Lease payments	$ 5,244,000	5,190,000
Cash proceeds from the sale after expenses	9,850,000
Adjusted sales price	$ 15,100,000
Carrying value		$ 3,500,000
Number of telecommunication towers sold \| item		23
Gain on sale		$ 11,600,000

Stock-Based Compensation

12 Months Ended

Dec. 31, 2025

Stock-Based Compensation

Stock-Based Compensation

7. Stock-Based Compensation

2005 Incentive Compensation Plan

On May 13, 2019 our shareholders approved an amendment to the Second Amended and Restated Saga Communications, Inc. 2005 Incentive Compensation Plan (as amended, “The Second Restated 2005 Plan”). This plan was first approved in 2005, and subsequently re-approved in 2010 and 2013. The amendment to the Second Restated 2005 Plan (i) extended the date for making awards to September 6, 2023 and (ii) increased the number of authorized shares under the Plan by 90,000 shares of Class B Common Stock. The Second Restated 2005 Plan allowed for the granting of restricted stock, restricted stock units, incentive stock options, nonqualified stock options, and performance awards to eligible employees and non-employee directors. As of December 31, 2025, there are no longer any unvested restricted stock awards for the Second Restated 2005 Plan.

The number of shares of Common Stock that was allowed to be issued under the Second Restated 2005 Plan may not exceed 370,000 shares of Class B Common Stock, 990,000 shares of Class A Common Stock of which up to 620,000 shares of Class A Common Stock were to be issued pursuant to incentive stock options and 370,000 Class A Common Stock were to be issued upon conversion of Class B Common Stock. Awards denominated in Class A Common Stock were to be granted to any employee or director under the Second Restated 2005 Plan. Upon the passing of Mr. Christian, we no longer have any holders of Class B Common Stock, as those awards denominated in Class B Common Stock were only able to be granted to Mr. Christian. Stock options granted under the Second Restated 2005 Plan were to be for terms not exceeding ten years from the date of grant and could not be exercised at a price which was less than 100% of the fair market value of shares at the date of grant.

2023 Incentive Compensation Plan

On May 8, 2023 our shareholders approved the 2023 Incentive Compensation Plan (the “2023 Plan”). The 2023 Plan replaces the Second Restated 2005 Plan. The Board of Directors does not intend to make any further awards under the Second Restated 2005 Plan. However, each outstanding award under the Second Restated 2005 Plan will remain outstanding under the Second Restated 2005 Plan and will continue to be governed under its terms and any applicable award agreement. The 2023 Plan allows for the granting of restricted stock, restricted stock units, incentive stock options, nonqualified stock options, and performance awards, including cash to eligible employees and non-employee directors of the Company and its subsidiaries. The number of shares of Common Stock that may be issued under the 2023 Plan may not exceed 600,000 shares of Class A Common Stock.

Stock-Based Compensation

Our stock-based compensation expense is measured and recognized for all stock-based awards to employees using the estimated fair value of the award. Compensation expense is recognized over the period during which an employee is required to provide service in exchange for the award. For these awards, we have recognized compensation expense using a straight-line amortization method. Accounting guidance requires that stock-based compensation expense be based on awards that are ultimately expected to vest; therefore stock-based compensation has been adjusted for estimated forfeitures. When estimating forfeitures, we consider voluntary termination behaviors as well as trends of actual option forfeitures.

All stock options were fully vested and expensed at December 31, 2012, therefore there was no compensation expense related to stock options for the years ended December 31, 2025 and 2024. We calculated the fair value of each option award on the date of grant using the Black-Scholes option pricing model. The estimated expected volatility, expected term of options and estimated annual forfeiture rate were determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior. The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant.

There were no options granted during 2025 and 2024 and there were no stock options outstanding as of December 31, 2025.

The following summarizes the restricted stock transactions for the year ended December 31:


				Weighted
				Average
				Grant Date
		Shares		Fair Value

Outstanding at January 1, 2024		193,529		$	22.36
Granted		177,634			11.86
Vested		(85,321)			22.94
Forfeited/canceled/expired		(1,040)			23.07
Outstanding at December 31, 2024		284,802		$	15.64
Granted		125,362			11.92
Vested		(126,452)			17.44
Forfeited/canceled/expired		(5,039)			14.69
Non-vested and outstanding at December 31, 2025		278,673		$	13.16
Weighted average remaining contractual life (in years)		2.1

The net value of unrecognized compensation cost related to unvested restricted stock awards aggregated $3,552,000 and $4,264,000 at December 31, 2025 and 2024, respectively.

For the years ended December 31, 2025 and 2024 we had $2,132,000 and $1,950,000, respectively, of total compensation expense related to restricted stock-based arrangements. The expense is included in corporate general and administrative expenses in our results of operations. The associated tax benefit recognized for the years ended December 31, 2025 and 2024 was $561,000 and $513,000, respectively.

Sale-Leaseback Transaction

12 Months Ended

Dec. 31, 2025

Sale-Leaseback Transaction

Sale-Leaseback Transaction

16. Sale-Leaseback Transaction

On October 17, 2025 (the “Closing Date”), the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) by and among the Company, GTC Uno, LLC (“GTC”) and certain of the Company’s subsidiaries (the “Subsidiaries”), under which the Subsidiaries agreed to sell 24 telecommunications towers and related real property and other assets located at 22 sites (the “GTC Assets”) for a total cash purchase price of approximately $10.7 million (the “Sale-Leaseback Transaction”). The Purchase Agreement contains customary representations and warranties made by the Company, GTC and the Subsidiaries. On the Closing Date, the parties closed on the sale of the 22 tower sites. Sales proceeds, net of brokerage commissions and certain adjustments, of approximately $10.1 million were paid to the

Company, with the remaining purchase price of $400 thousand remaining in escrow and not controlled by the Company as of year-end. Several towers had underlying land leases requiring consent to the sale by the land-owners. There was one tower with a consent pending as of year-end, as the other were received prior to the sale and three were received during the fourth quarter of 2025. The Company anticipates that the remaining escrowed funds will be released within the 2^nd quarter of 2026 upon receipt of landlord consent to assign the leases on the real property where the tower is located. To the extent such consent is not received, within six months of the Closing Date, title for that site will revert to the applicable Subsidiary. Simultaneously with the closing, each Subsidiary entered into an Antenna Site Lease Agreement (a “Lease”) with GTC for the Company’s continued use of the towers that were sold, pursuant to which the Subsidiaries have agreed to make annual lease payments of $1.00 per annum. Each Lease has a term of 25 years.

The Company evaluated the Sale-Leaseback transaction under the sale-leaseback guidance in ASC 842-40 and concluded that the transfer of the properties qualified as sales because control of the assets transferred to the buyer-lessor in accordance with the guidance in ASC 606, with the exception of the one tower pending receipt of consent. The Company evaluated the lease classification criteria in ASC 842 and determined that the leasebacks are classified as operating leases.

As the contractual lease payments are nominal annual payments of $1 per lease, the present value of lease payments was not material and therefore no lease liability was recorded. In accordance with ASC 842, the Company determined that the Sale-Leaseback transaction was not at fair value based on the difference between the present value of the lease payments and the present value of market rental payments. As such, the Company adjusted the sales price of the assets to recognize the prepayment of the rent, which is included within the right-of-use assets recorded at the time of the sale and lease commencement. The prepaid rent is amortized on a straight-line basis over the 25-year lease terms and recognized within station operating expenses in the accompanying consolidated statements of income (loss). The estimated market rent was based on comparable third-party leases, including rent escalation provisions and then discounted to present value using a rate of 9.75%. The difference between the present value of the contractual lease payments and the present value of market lease payments was determined to be $5.2 million. This amount was recorded as prepaid rent and added to the net cash proceeds from the sale after expenses of $9.85 million to determine the adjusted sales price of $15.1 million for purposes of calculating the gain on the sale. These proceeds do not include approximately $400 thousand being held in escrow, noted above.

At the time of the transaction, the carrying value of the towers was approximately $3.5 million for the 23 towers that closed as of December 31, 2025. The Company recognized a gain on sale of $11.6 million. This gain is included in Other operating (income) expense, net in the accompanying consolidated statement of income (loss) for the year ended December 31, 2025.

As of December 31, 2025, the carrying value of the prepaid rent included in the right-of-use asset associated with the sale-leaseback transaction was $5.2 million.

The activity related to the prepaid rent associated with the sale-leaseback transaction for the year ended December 31, 2025 was as follows (in thousands):


			Amount
Prepaid rent at lease commencement			$ 5,244
Amortization expense (non-cash rent expense)			(54)
Prepaid rent at December 31, 2025			$ 5,190

Subsequent to year-end, in the second quarter of 2026, the Company entered into amendments to the existing Purchase Agreement and related lease arrangements (the “Amendments”) with GTC to align the previously executed documents with the intended economic substance of the transaction. Under the Amendments the Purchase Agreement was modified to provide for a $15.9 million purchase price which includes the $10.7 million up front cash payment that was previously received upon original closing, consistent with the original Purchase Agreement and new promissory

notes totaling $5.2 million. In addition, the original lease agreements were modified to provide for market rent payments over the 25-year original lease terms.

The amendments to the lease arrangements have been evaluated and determined to represent lease modifications in accordance with ASC 842, Leases. Upon the modification of the lease agreements in Q2 of FY2026, the Company will record right-of-use assets and lease liabilities using the Company’s incremental borrowing rate on the date of modification. Based on the Amendments, the sale leaseback transaction is determined to be at fair value as the present value of contractual lease payments equals the present value of market lease payments. As a result, the previously recognized prepaid rent of $5.2 million will be derecognized.

In accordance with ASC 610-20 Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets, the notes receivable now included within the purchase price will be recorded at fair value in Q2 of FY2026 when the notes becomes enforceable. The notes receivable bears an interest rate of 9.3%, which is materially consistent to the Company’s incremental borrowing rate at the time of the Amendments. The lease payments under the amended lease agreements and principal and interest payments under the notes receivable are determinable and contractually consistent in amount and timing. The agreements include legally enforceable rights to offset, which both parties intent to exercise. As such, the notes receivable and operating lease liabilities based on the Amendments qualify for offsetting in accordance with ASC 210-20, Balance Sheet – Offsetting.

Based on the above, there is no material change to financial position or results of operations based on the Amendments to the Company’s initial accounting for the Purchase Agreement.

Stock-Based Compensation - Summary of Restricted Stock Transactions (Details) - Restricted Stock - $ / shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Shares, Non-vested and Outstanding, Beginning	284,802	193,529
Share, Granted	125,362	177,634
Shares, Vested	126,452	85,321
Shares, Forfeited	(5,039)	(1,040)
Shares, Non-vested and Outstanding, Ending	278,673	284,802
Weighted Average Grant Date Fair Value, Outstanding Beginning	$ 15.64	$ 22.36
Weighted Average Grant Date Fair Value, Granted	11.92	11.86
Weighted Average Grant Date Fair Value, Vested	17.44	22.94
Weighted Average Grant Date Fair Value, Forfeited	14.69	23.07
Weighted Average Grant Date Fair Value, Outstanding Ending	$ 13.16	$ 15.64

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2025

Fair Value Measurements

Schedule of Fair Value Measurements, Recurring and Nonrecurring

Our assets and liabilities disclosed at fair value are summarized below ($000’s omitted):


				Fair Value
		Fair Value		December 31,			December 31,
Financial Instrument		Hierarchy		2025			2024
Cash and cash equivalents		Level 1		$	22,506		$	18,860
Short-term investments		Level 1			9,300			8,927
Accounts receivable, net of allowance		Level 1			14,031			15,941
Revolving Credit Facility		Level 2			5,000			5,000

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2025

Income Taxes

Schedule of significant components of the Company's deferred tax liabilities and assets


		December 31,
		2025			2024

		(In thousands)

Deferred tax liabilities:
Property and equipment		$	3,327		$	3,852
Intangible assets			18,662			23,377
Right of use assets			2,380			1,803
Prepaid expenses			511			470
Total deferred tax liabilities			24,880			29,502
Deferred tax assets:
Allowance for credit losses			211			194
Compensation			1,246			1,259
Lease liability			1,407			1,890
Other accrued liabilities			89			152
			2,953			3,495
Less: valuation allowance			—			—
Total net deferred tax assets			2,953			3,495
Net deferred tax liabilities		$	21,927		$	26,007
Current portion of deferred tax assets		$	425		$	628
Non-current portion of deferred tax liabilities			(22,352)			(26,635)
Net deferred tax liabilities		$	(21,927)		$	(26,007)

Schedule of significant components of the provision for income taxes


		Years Ended December 31,
		2025			2024

		(In thousands)
Current:
Federal		$	1,200		$	940
State			320			285
Total current			1,520			1,225
Deferred:
Federal			(3,340)			(150)
State			(750)			35
Total deferred (benefit)			(4,090)			(115)

Total Income Tax Provision (Benefit)		$	(2,570)		$	1,110

Schedule of reconciliation of income tax


		Years Ended December 31,

		2025					2024
		Amount		Percent			Amount		Percent

		(In thousands)
Tax expense (benefit) at U.S. statutory rates		$	(2,198)	21.0	%		$	960	21.0	%
State tax expense (benefit), net of federal benefit ⁽¹⁾			(498)	4.8	%			270	5.9	%
Nontaxable or nondeductible items
Tax expense on deficit from restricted stock vesting			156	(1.5)	%			167	3.7	%
Tax benefit from dividends paid on restricted stock			(57)	0.5	%			(144)	(3.2)	%
Other nontaxable and nondeductible items, net			59	(0.6)	%			(134)	(2.9)	%
Other adjustments			(32)	0.3	%			(9)	(0.2)	%
Income tax (benefit) expense		$	(2,570)	24.5	%		$	1,110	24.3	%

⁽¹⁾ In 2025, state taxes in Massachusetts, Wisconsin and Virginia make up the majority of the tax effect in this category. In 2024, state taxes in Massachusetts, Wisconsin, Virginia and New Hampshire make up the majority of the tax effect in this category.

Sale-Leaseback Transaction - Activity related to the right-of-use asset associated with the sale-leaseback transaction (Details) $ in Thousands	2 Months Ended
	Dec. 31, 2025 USD ($)
Sale-Leaseback Transaction
Prepaid rent at December 31, 2025	$ 10,253
Antenna site lease agreement
Sale-Leaseback Transaction
Prepaid rent at lease commencement	5,244
Amortization expense (non-cash rent expense)	(54)
Prepaid rent at December 31, 2025	$ 5,190

Stock-Based Compensation (Details) - USD ($)			1 Months Ended	12 Months Ended
Stock-Based Compensation (Details) - USD ($)	May 13, 2019	Oct. 16, 2013	Oct. 16, 2013	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	May 08, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options exercise price description			could not be exercised at a price which was less than 100% of the fair market value of shares at the date of grant
Stock options granted				0	0
Stock options outstanding				0
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested restricted stock awards				278,673	284,802	193,529
Stock-based compensation expense				$ 2,132,000	$ 1,950,000
Weighted average remaining contractual life (in years)				2 years 1 month 6 days
Unvested restricted stock awards aggregated				$ 3,552,000	4,264,000
Recognized tax benefits				$ 561,000	513,000
Restricted Stock \| Second Restated 2005 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested restricted stock awards				0
Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense				$ 0	$ 0
Class B Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Increase in number of common stock shares authorized	90,000
Class B Common Stock \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period		10 years
Class B Common Stock \| Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued		370,000	370,000
Class A Common Stock \| Incentive Compensation Plan 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued							600,000
Class A Common Stock \| Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued		990,000	990,000
Class A Common Stock \| Incentive Compensation Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued		620,000	620,000
Class A Common Stock \| Convert For Class B
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued		370,000	370,000

Supplemental Cash Flow Information

12 Months Ended

Dec. 31, 2025

Supplemental Cash Flow Information

Supplemental Cash Flow Information

5. Supplemental Cash Flow Information


		Years Ended December 31,
		2025			2024

		(In thousands)

Cash paid during the period for:
Interest		$	408		$	315
Federal income taxes (net of refunds)		$	800		$	1,200
State income taxes (net of refunds)		$	66		$	408
Non-cash transactions:
Barter revenue		$	2,418		$	2,442
Barter expense		$	2,325		$	2,531
Non-cash rent expense		$	54		$	—
Prepaid rent received as part of sale and lease back transaction		$	5,244		$	—
Use of treasury shares for 401(k) match		$	290		$	268

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2025

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Nature of Business

Saga Communications, Inc. is a media company whose business is devoted to acquiring, developing and operating broadcast properties including opportunities complementary to our core radio business including digital, e-commerce and non-traditional revenue initiatives. We currently own or operate eighty-two FM, thirty AM radio stations and seventy-nine metro signals, serving twenty-eight markets throughout the United States.

Principles of Consolidation

The consolidated financial statements include the accounts of Saga Communications, Inc. and our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Our accounting estimates require the use of judgment as future events and the effect of these events cannot be predicted with certainty. The accounting estimates may change as new events occur, as more experience is acquired and as more information is obtained. We evaluate and update assumptions and estimates on an ongoing basis and may use outside experts to assist in our evaluation, as considered necessary. Actual results may differ from estimates provided and there may be changes to those estimates in the future periods.

Concentration of Risk

Certain cash deposits with financial institutions may at times exceed FDIC insurance limits.

Our top five markets when combined represented 34% and 36% of our net operating revenue for the years ended December 31, 2025 and 2024, respectively.

We sell advertising to local and national companies throughout the United States. We perform ongoing credit evaluations of our customers and generally do not require collateral. We maintain an allowance for credit losses at a level which we believe is sufficient to cover potential credit losses.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and time deposits with original maturities of three months or less. We did not have any time deposits at December 31, 2025 and 2024.

Financial Instruments

We account for marketable securities in accordance with ASC 320, “Investments – Debt Securities,” which require that certain debt securities be classified into one of three categories: held-to-maturity, available-for-sale, or trading securities, and depending upon the classification, value the security at amortized cost or fair market value. At December 31, 2025 and 2024, we have recorded $9.3 million and $8.9 million, respectively, of held-to-maturity U.S. Treasury Bills at amortized cost basis that have a fair market value of $9.3 million and $8.9 million respectively. Our held-to-maturity U.S. Treasury Bills all have original maturity dates ranging from January 2026 to May 2026.

Our financial instruments are comprised of cash and cash equivalents, short-term investments, accounts receivable, accounts payable and long-term debt. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their short maturities. The carrying value of long-term debt approximates fair value as it carries interest rates that either fluctuate with the secured overnight financing rate (“SOFR”), prime rate or have been reset at the prevailing market rate at December 31, 2025.

Allowance for Credit Losses

A provision for credit losses is recorded based on our judgment of the collectability of receivables. Amounts are written off when determined to be fully uncollectible. Delinquent accounts are based on contractual terms. The activity in the allowance for credit losses during the year ended December 31, 2025 and 2024 were as follows:


								Write Off of
	Balance		Charged to		Allowance			Uncollectible		Balance at
	at Beginning		Costs and		From			Accounts, Net of		End of
Year Ended	of Period		Expenses		Acquisitions			Recoveries		Period

	(in thousands)
December 31, 2025	$	1,071	$	681	$	—		$	(616)	$	1,136
December 31, 2024	$	618	$	983	$	18		$	(548)	$	1,071

Barter Transactions

Our radio stations trade air time for goods and services used principally for promotional, sales and other business activities. An asset and a liability are recorded at the fair market value of goods or services received. Barter revenue is recorded when commercials are broadcast, and barter expense is recorded when goods or services received are used.

Property and Equipment

Property and equipment are carried at cost. Expenditures for maintenance and repairs are expensed as incurred. When property and equipment is sold or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts and the gain or loss realized on disposition is reflected in earnings. Depreciation is provided using the straight-line method based on the estimated useful life of the assets. We review our property and equipment for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If the assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair market value. We did not record any impairment of property and equipment during 2025 and 2024.

Property and equipment consisted of the following:


		Estimated			December 31,
		Useful Life			2025		2024

		(In thousands)

Land and land improvements			—		$	13,468	$	15,524
Buildings			31.5 years			41,490		41,292
Towers and antennae			7-15 years			21,603		27,969
Equipment			3-15 years			56,687		55,647
Furniture, fixtures and leasehold improvements			7-20 years			8,359		8,314
Vehicles			5 years			2,669		2,807
						144,276		151,553
Accumulated depreciation						(97,863)		(99,646)
Net property and equipment					$	46,413	$	51,907

Depreciation expense for the years ended December 31, 2025 and 2024, was $4,789,000 and $5,013,000, respectively.

Intangible Assets

Intangible assets deemed to have indefinite useful lives, which include broadcast licenses and goodwill, are not amortized and are subject to impairment tests which are conducted in the 4^th quarter of each year, or more frequently if impairment indicators arise.

We have 112 broadcast licenses serving 28 markets, which require renewal over the period of 2027-2030. In determining that the Company’s broadcast licenses qualified as indefinite-lived intangible assets, management considered a variety of factors including our broadcast licenses may be renewed indefinitely at little cost; our broadcast licenses are essential to our business and we intend to renew our licenses indefinitely; we have never been denied the renewal of an FCC broadcast license nor do we believe that there will be any compelling challenge to the renewal of our broadcast licenses; and we do not believe that the technology used in broadcasting will be replaced by another technology in the foreseeable future. The weighted-average period before the next renewal of the Company’s FCC licenses is 3.1 years.

Separable intangible assets that have finite lives are amortized over their useful lives using the straight-line method. Favorable lease agreements are amortized over the lease’s length, ranging from one to twenty-six years. Other intangibles are amortized over one to fifteen years. Customer relationships are amortized over three years.

Deferred Costs

The costs related to the issuance of debt are capitalized and amortized to interest expense over the life of the Credit Facility. During the years ended December 31, 2025 and 2024, we recognized interest expense related to the amortization of debt issuance costs of $45,000 and $36,000, respectively.

At December 31, 2025 and 2024 the net book value of debt issuance costs related to our line of credit was $49,000, and $94,000, respectively, and was presented in other intangibles, deferred costs and investments in our Consolidated Balance Sheets.

Leases

We determine whether a contract is or contains a lease at inception. The lease liabilities and right-of-use assets are recorded on the balance sheet for all leases with an expected term of at least one year, based on the present value of the lease payments using (1) the rate implicit in the lease or (2) our incremental borrowing rate (“IBR”). Our IBR is defined as the rate of interest we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. We follow the accounting guidance for leases, which includes the recognition of lease expense for leases on a straight-line basis over the lease term. See Note 12 – Commitments and Contingencies for more information on Leases.

Common Stock

Our founder and former Chairman, President, and CEO, Edward K. Christian, passed away on August 19, 2022. As of the date of his passing, Mr. Christian, who was also our principal shareholder, held approximately 65% of the combined voting power of the Company’s Common Stock based on our Class B Common Stock (together with the Class A Common Stock, collectively, the “Common Stock”) generally being entitled to ten votes per share. As a result, Mr. Christian was generally able to control the vote on most matters submitted to the vote of shareholders and, therefore, was able to direct our management and policies, except with respect to (i) the election of two Class A directors, (ii) those matters where the shares of our Class B Common Stock were only entitled to one vote per share, and (iii) other matters requiring a class vote under the provisions of our certificate of incorporation, bylaws or applicable law. Mr. Christian’s passing resulted in the conversion of his Class B Shares into Class A Shares that were transferred to an estate planning trust that now owns approximately 14.0% of the common stock outstanding. As a result, we no longer have any shares of Class B Common Stock issued or outstanding.

Treasury Stock

In March 2013, our Board of Directors authorized an increase in the amount committed to our Stock Buy-Back Program (the “Buy-Back Program”) from $60 million to $75.8 million. The Buy-Back Program allows us to repurchase our Class A Common Stock. As of December 31, 2025, we had remaining authorization of $15.2 million for future repurchases of our Class A Common Stock.

Repurchases of shares of our Common Stock are recorded as Treasury stock and result in a reduction of Shareholders’ equity. During 2025 and 2024, we acquired 219,326 shares at an average price of $11.55 per share and 21,865 shares at an average price of $13.28 per share, respectively.

Revenue Recognition

Revenue from the sale of commercial broadcast time to advertisers is recognized when commercials are broadcast. Revenue is reported net of advertising agency commissions. Agency commissions, when applicable are based on a stated percentage applied to gross billing. All revenue is recognized in accordance with the Securities and Exchange Commission’s (“SEC”) Staff Accounting Bulletin (“SAB”) No. 116, and The Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers.

Local Marketing Agreements

We have entered into Time Brokerage Agreements (“TBAs”) or Local Marketing Agreements (“LMAs”) in certain markets in the past. In a typical TBA/LMA, the FCC licensee of a station makes available, for a fee, blocks of air time on its station to another party that supplies programming to be broadcast during that air time and sells its own commercial advertising announcements during the time periods specified. Revenue and expenses related to TBAs/LMAs are included in the accompanying Consolidated Statements of Income (Loss). Assets and liabilities related to the TBAs/LMAs are included in the accompanying Consolidated Balance Sheets.

Advertising and Promotion Costs

Advertising and promotion costs are expensed as incurred. Such costs amounted to $1,411,000 and $1,848,000 for the years ended years ended December 31, 2025 and 2024, respectively.

Income Taxes

The provision for income taxes is calculated using the asset and liability method, under which deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization of deferred tax assets is primarily dependent upon the generation of future taxable income. Our effective tax rate is higher than the federal statutory rate as a result of the inclusion of state taxes in the income tax amount offset by permanent benefit differences primarily relating to executive compensation.

Dividends

The Company currently intends to declare regular quarterly cash dividends, we well as variable dividends in accordance with the terms of our variable dividend policy. The Company may also declare special dividends in future periods. The declaration and payment of any future dividend, whether fixed, special or based on the variable policy will remain at the full discretion of the Board and will depend on the Company’s financial results, cash requirements, future expectations and other pertinent factors.

During 2025, the Company’s Board of Directors declared four quarterly cash dividends on its Class A Common Stock. These dividends totaling $1.00 per share and approximately $6.4 million were paid during 2025.

During 2024, the Company’s Board of Directors declared four quarterly cash dividends and a variable dividend on its Class A Common Stock. These dividends totaling $1.60 per share and approximately $10.0 million were paid during 2024. Additionally, $12.5 million of dividends declared in the fourth quarter of 2023, were paid during 2024.

Stock-Based Compensation

Stock-based compensation cost for stock option awards is estimated on the date of grant using a Black-Scholes valuation model and is expensed on a straight-line method over the vesting period of the options. Stock-based compensation expense is recognized net of estimated forfeitures. The fair value of restricted stock awards is determined based on the closing market price of our Class A Common Stock on the grant date and is adjusted at each reporting date based on the amount of shares ultimately expected to vest. See Note 7 — Stock-Based Compensation for further details regarding the expense calculated under the fair value based method.

Segments

We serve twenty-eight radio markets (reporting units) that aggregate into one operating segment (Radio), which also qualifies as a reportable segment. We operate under one reportable business segment for which segment disclosure is consistent with the management decision-making process that determines the allocation of resources and the measuring of performance. The Company’s Chief Executive Officer is our Chief Operating Decision Maker (“CODM”) and evaluates the results of the radio operating segment and makes operating and capital investment decisions based at the Company level. Furthermore, technological enhancements and system integration decisions are reached at the Company level and applied to all markets rather than to specific or individual markets to ensure that each market has the same tools and opportunities as every other market. Managers at the market level do not report to the CODM and instead report to other senior management, who are responsible for the operational oversight of radio markets and for communication of results to the CODM. The CODM is regularly provided with financial information consistent with the Consolidated Statement of Income (Loss) presented within. Specifically, the CODM utilizes consolidated operating income (loss) as profitability measures for purposes of marking operating decisions and assessing financial performance. Further, the CODM reviews and utilizes station operating expense and corporate general and administrative expenses at the consolidated level to manage the Company’s operations. Other segment items included in the consolidated net income are interest expense, interest income, other (income) expenses, net and income tax (benefit) expense, which are reflected in the Consolidated Statement of Income (Loss). We continually review our operating segment classification to align with operational changes in our business and may make changes as necessary.

Significant departmental expenses included in station operating expenses for the years ended December 31, 2025 and December 31, 2024 are as follows:


	Twelve Months Ended December 31,
	2025		2024

	(In thousands)
Programming and Technical	$	31,081	$	29,926
Station General and Administrative		27,573		28,080
Selling		22,383		23,472
Digital		7,454		6,615
Other ⁽¹⁾		3,290		3,742
Station Operating Expense	$	91,781	$	91,835

⁽¹⁾ Other includes production and news departments, advertising and promotional expense.

Earnings Per Share

Earnings per share is calculated using the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security. We have participating securities related to restricted stock units, granted under our Second Amended and Restated 2005 Incentive Compensation Plan and our 2023 Incentive Compensation Plan, that earn dividends on an equal basis with common shares. In applying the two-class method, earnings are allocated to both common shares and participating securities.

The following table sets forth the computation of basic and diluted earnings per share:



	Years Ended December 31,
	2025		2024

	(In thousands, except per share data)
Numerator:
Net (loss) income	$	(7,899)	$	3,460
Less: (Loss) income allocated to unvested participating securities		(368)		111
Net (loss) income available to common shareholders	$	(7,531)	$	3,349

Denominator:
Denominator for basic earnings per share — weighted average shares		6,152		6,075
Effect of dilutive securities:
Common stock equivalents		—		—
Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions		6,152		6,075

(Loss) income per share:
Basic	$	(1.22)	$	0.55
Diluted	$	(1.22)	$	0.55

There were no stock options outstanding that had an antidilutive effect on our earnings per share calculation for the years ended years ended December 31, 2025 and 2024, respectively. The actual effect of these shares, if any, on the diluted earnings per share calculation will vary significantly depending on fluctuations in the stock price.

Reclassifications

Certain prior periods amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported net income (loss).

Recent Accounting Pronouncements

New Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU “) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires expanded disclosure of our income rate reconciliation and income taxes paid. ASU 2023-09 is effective for us for annual periods beginning after January 1, 2025. The Company retrospectively adopted this standard beginning with the 2024 annual period. The adoption of ASU-2023-09 did not have a significant impact on the Company’s financial results and operations but did add incremental financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (DISE)” (“ASU 2024-03”), which requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses on an annual and interim basis. In January 2024, the FASB issued ASU 2025-01 clarifying the effective date for ASU-2024-03. ASU 2024-03 is effective for us for annual periods beginning January 1, 2027 and interim periods beginning after January 1, 2028. We are currently evaluating the impact ASU 2024-03 will have on our financial statement disclosures.

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”) to simplify the estimation of credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. ASU 2025-05 is effective for us for annual periods beginning January 1, 2026 and interim periods within that year. The Company elected to early adopt this standard and it did not have a significant impact on the Company’s financial results and operations.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements”, (“ASU 2025-11”), which clarifies the guidance in Topic 270 to improve consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods and early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements, including timing and method of adoption.

In December 2025, the FASB issued ASU 2025-12, “Codification Improvements”, (“ASU 2025-12”), which provides for several updates to the codification. The amendments of ASU 2025-12 are effective for annual periods beginning after December 15, 2026, and interim periods within those annual periods and early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements, including timing and method of adoption.

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Cash flows from operating activities:
Net (loss) income	$ (7,899,000)	$ 3,460,000
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	5,178,000	5,283,000
Deferred income tax (benefit) expense	(4,090,000)	(115,000)
Impairment of goodwill	19,229,000
Impairment of intangible assets	1,168,000
Amortization of deferred costs	45,000	36,000
Compensation expense related to restricted stock awards	2,132,000	1,950,000
Provision for credit losses	681,000	983,000
(Gain) Loss on sale of assets, net	(11,522,000)	1,048,000
(Gain) on insurance claims	(105,000)	(383,000)
Other (gain), net		(1,133,000)
Barter (revenue) expense, net	(93,000)	89,000
Deferred and other compensation	(175,000)	(230,000)
Changes in operating lease assets and liabilities (net)	11,000	(22,000)
Changes in assets and liabilities, net of acquisition of AR:
(Increase) decrease in current assets	823,000	1,204,000
(Decrease) increase in accounts payable, accrued expenses, and other liabilities	81,000	1,602,000
Total adjustments	13,363,000	10,312,000
Net cash provided by operating activities	5,464,000	13,772,000
Cash flows from investing activities:
Purchase of short-term investments	(18,245,000)	(19,660,000)
Redemption of short-term investments	18,245,000	20,728,000
Acquisition of property and equipment (Capital Expenditures)	(3,041,000)	(3,767,000)
Acquisition of broadcast properties		(5,711,000)
Proceeds from sale and disposal of assets	10,085,000	203,000
Proceeds from insurance claims, redemption of investments and other	105,000	1,526,000
Other investing activities		(3,000)
Net cash provided by (used in) investing activities	7,149,000	(6,684,000)
Cash flows from financing activities:
Proceeds from long-term debt		5,000,000
Cash dividends paid	(6,433,000)	(22,520,000)
Purchase of treasury shares	(2,534,000)	(290,000)
Net cash used in financing activities	(8,967,000)	(17,810,000)
Net increase (decrease) in cash and cash equivalents	3,646,000	(10,722,000)
Cash and cash equivalents, beginning of period	18,860,000	29,582,000
Cash and cash equivalents, end of period	$ 22,506,000	$ 18,860,000

Fair Value Measurements - Non-Recurring Fair Value Measurements (Details) - USD ($)	3 Months Ended		12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2025	Sep. 30, 2025	Dec. 31, 2023
Fair Value Measurements
Carrying value of asset	$ 4,181,000		$ 4,181,000
Fair value of assets	3,013,000		3,013,000
Impairment of intangible assets	1,168,000	$ 0	1,168,000
Goodwill	0	19,229,000	0	$ 19,229,000	$ 19,236,000
Impairment charge	$ 19,229,000	$ 0	$ 19,229,000

+ References + Details

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Preferred stock, shares authorized (in shares)	1,500,000	1,500,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Treasury stock, shares (in shares)	1,959	1,764
Allowance of accounts receivable	$ 1,136	$ 1,071
Accumulated amortization	$ 16,645	$ 16,257
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	35,000,000	35,000,000
Common stock, shares issued (in shares)	8,304,000	8,183,000

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2025

Summary of Significant Accounting Policies

Nature of Business

Principles of Consolidation

Use of Estimates

Concentration of Risk

Certain cash deposits with financial institutions may at times exceed FDIC insurance limits.

Our top five markets when combined represented 34% and 36% of our net operating revenue for the years ended December 31, 2025 and 2024, respectively.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and time deposits with original maturities of three months or less. We did not have any time deposits at December 31, 2025 and 2024.

Financial Instruments

Allowance for Credit Losses


								Write Off of
	Balance		Charged to		Allowance			Uncollectible		Balance at
	at Beginning		Costs and		From			Accounts, Net of		End of
Year Ended	of Period		Expenses		Acquisitions			Recoveries		Period

	(in thousands)
December 31, 2025	$	1,071	$	681	$	—		$	(616)	$	1,136
December 31, 2024	$	618	$	983	$	18		$	(548)	$	1,071

Barter Transactions

Property and Equipment

Property and equipment consisted of the following:


		Estimated			December 31,
		Useful Life			2025		2024

		(In thousands)

Land and land improvements			—		$	13,468	$	15,524
Buildings			31.5 years			41,490		41,292
Towers and antennae			7-15 years			21,603		27,969
Equipment			3-15 years			56,687		55,647
Furniture, fixtures and leasehold improvements			7-20 years			8,359		8,314
Vehicles			5 years			2,669		2,807
						144,276		151,553
Accumulated depreciation						(97,863)		(99,646)
Net property and equipment					$	46,413	$	51,907

Depreciation expense for the years ended December 31, 2025 and 2024, was $4,789,000 and $5,013,000, respectively.

Leases

Common Stock

Local Marketing Agreements

Advertising and Promotion Costs

Advertising and promotion costs are expensed as incurred. Such costs amounted to $1,411,000 and $1,848,000 for the years ended years ended December 31, 2025 and 2024, respectively.

Income Taxes

Dividends

Stock-Based Compensation

Segments

Segments

Significant departmental expenses included in station operating expenses for the years ended December 31, 2025 and December 31, 2024 are as follows:


	Twelve Months Ended December 31,
	2025		2024

	(In thousands)
Programming and Technical	$	31,081	$	29,926
Station General and Administrative		27,573		28,080
Selling		22,383		23,472
Digital		7,454		6,615
Other ⁽¹⁾		3,290		3,742
Station Operating Expense	$	91,781	$	91,835

⁽¹⁾ Other includes production and news departments, advertising and promotional expense.

Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:



	Years Ended December 31,
	2025		2024

	(In thousands, except per share data)
Numerator:
Net (loss) income	$	(7,899)	$	3,460
Less: (Loss) income allocated to unvested participating securities		(368)		111
Net (loss) income available to common shareholders	$	(7,531)	$	3,349

Denominator:
Denominator for basic earnings per share — weighted average shares		6,152		6,075
Effect of dilutive securities:
Common stock equivalents		—		—
Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions		6,152		6,075

(Loss) income per share:
Basic	$	(1.22)	$	0.55
Diluted	$	(1.22)	$	0.55

Reclassifications

Reclassifications

Certain prior periods amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported net income (loss).

Recent Accounting Pronouncements

New Accounting Pronouncements

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Commitments and Contingencies

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies

Commitments and Contingencies

12. Commitments and Contingencies

Leases

We lease certain land, buildings and equipment for use in our operations. We recognize lease expense for these leases on a straight-line basis over the lease term and combine lease and non-lease components for all leases. Right-of-use ("ROU") assets and lease liabilities are recorded on the balance sheet for all leases with an expected term of at least one year. Some leases include one or more options to renew. The exercise of lease renewal options is generally at our discretion. The depreciable lives of ROU assets are limited to the expected lease term. Our lease agreements do not contain any residual value guarantees or material restrictive covenants. As of December 31, 2025, we do not have any non-cancellable operating lease commitments that have not yet commenced.

ROU assets are classified as operating right of use assets on the consolidated balance sheet while current lease liabilities are classified within other accrued expenses and long-term lease liabilities are classified within other liabilities. Leases with an initial term of 12 months or less are not recorded on the balance sheet. ROU assets were $10.3 million and $6.9 million at December 31, 2025 and 2024, respectively. Lease liabilities were $5.4 million and $7.3 million at December 31, 2025 and 2024, respectively, of which $1.4 million and $1.5 million were current lease liabilities and $4.0 million and $5.8 million were long-term lease liabilities at December 31, 2025 and 2024, respectively. During the year ended December 31, 2025, we recorded additional ROU assets under operating leases of $5,713,000, which is a non-cash transaction. New ROU assets consist of $5,244,000 that were added as a result of our Sale-Leaseback transaction as described in Note 16 and the remaining $468,000 ROU assets were added are a result of normal operating activities. Payments on lease liabilities during the year ended December 31, 2025 and 2024 totaled $1,861,000 and $1,883,000, respectively.

Lease expense includes cost for leases with terms in excess of one year. For the years ended December 31, 2025 and 2024, our total lease expense was $1,871,000 and $1,915,000, respectively. Short-term lease costs are de minimus.

We have no financing leases and minimum annual rental commitments under non-cancellable operating leases consisted of the following at December 31, 2025 (in thousands):


Years Ending December 31,
2026	$	1,683
2027		1,533
2028		1,152
2029		732
2030		569
Thereafter		596
Total lease payments (b)		6,265
Less: Interest (c)		872
Present value of lease liabilities (d)	$	5,393

(a)	Lease payments include options to extend lease terms that are reasonably certain of being exercised. There were no legally binding minimum lease payments for leases signed but not yet commenced at December 31, 2025.

(b)	Our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our discount rate for such leases to determine the present value of lease payments at the lease commencement date.

(c)	The weighted average remaining lease term and weighted average discount rate used in calculating our lease liabilities were 4.9 years and 6.0%, respectively, at December 31, 2025.

Performance Fees and Royalties

We incur fees from performing rights organizations (“PRO”) to license our public performance of the musical works contained in each PRO’s repertory. As previously disclosed, the Radio Music Licensing Committee (“RMLC”), of which we are a represented participant, entered into Interim License Agreements with both the American Society of Composers, Authors and Publishers (“ASCAP”) and the Broadcast Music, Inc. (“BMI”) that were effective January 1, 2022 and remained in effect until the date on which the parties reach agreement as to, or there is court determination of, new interim or final fees, terms and conditions of a new license for the five year period commencing on January 1, 2022 and concluding on December 31, 2026. On August 19, 2025, the RMLC announced (as did each of ASCAP and BMI, respectively) that the RMLC had entered into separate settlement agreements with each of ASCAP and BMI to resolve rate-setting proceedings pending in the United States District Court for the Southern District of New York. The settlements established final license fee rates which apply retroactively for the period from January 1, 2022 through September 30, 2025 and on a go forward basis until December 31, 2029. During the third quarter of 2025, the Company recorded an aggregate of approximately $2.2 million related to the ASCAP and BMI retroactive rate adjustments in the station operating expenses in the Company’s Consolidated Statement of Income (Loss).

The RMLC has also reached an agreement with the Society of European Stage Authors and Composers after arbitration in November 2024 that is retroactive to January 2023 for a blanket fee from 2023-26 and in February 2022, RMLC and Global Music Rights (“GMR”) announced that the conditions of their agreement to settle the GMR-RMLC antitrust and/or unfair competition litigations had been reached and we have entered into an agreement with GMR.

To secure the rights to stream music content over the Internet, we also must obtain performance rights licenses and pay public performance royalties to copyright owners of sound recordings (typically, performing artists and record companies). We pay the applicable royalty rates to SoundExchange, the organization designated by the Copyright Royalty Board (“CRB”) to collect and distribute royalties under these statutory licenses. From time to time, SoundExchange notifies us that certain calendar years are subject to routine audits of our royalty payments. We were notified in December 2025 that we are under audit by SoundExchange for the years ended 2022, 2023 and 2024. The results of such audits could result in higher royalty payments for the subject years. There is no guarantee that the licenses and associated royalty rates that currently are available to us will be available to us in the future. In addition, Congress may consider and adopt

legislation that would require us to pay royalties to sound recording copyright owners for broadcasting those recordings on our terrestrial radio stations.

Contingencies

In 2003, in connection with our acquisition of one FM radio station, WJZK-FM serving the Columbus, Ohio market, we entered into an agreement whereby we would pay the seller up to an additional $1,000,000 if we obtain approval from the FCC for a city of license change.

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	We have established processes and policies for assessing, identifying and managing material risks posed by cybersecurity threats. Our processes and policies are based upon the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework and include a Cybersecurity Incident Response Plan (“CIRP”). This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. Our cybersecurity risk management processes, policies and CIRP are focused on (1) developing organizational understanding to manage cybersecurity risks, (2) applying safeguards to protect our systems, (3) detecting the occurrence of a cybersecurity incident, (4) responding to a cybersecurity incident and (5) recovering from a cybersecurity incident. Where appropriate, these processes and policies are integrated into our overall risk management systems and processes. For instance, all of our employees with network access are required to complete information security and privacy training on an annual basis. We are continuously working to improve our information technology systems and provide employee awareness training around phishing, malware, and other cyber risks to enhance our levels of protection. We have engaged independent consultants and other third-parties to assist us in establishing and improving our policies. Our processes and policies include the identification of those third-party relationships which have the greatest potential to expose us to cybersecurity threats and, upon identification, we conduct additional due diligence as a part of establishing those relationships. We also maintain insurance coverage for cybersecurity insurance as part of our overall insurance portfolio. For a description and additional information concerning material cybersecurity risks we face, see Item lA. Risk Factors - Information Technology and Cybersecurity Failures or Data Security Breaches Could Harm Our Business.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	We have established processes and policies for assessing, identifying and managing material risks posed by cybersecurity threats. Our processes and policies are based upon the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework and include a Cybersecurity Incident Response Plan (“CIRP”). This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. Our cybersecurity risk management processes, policies and CIRP are focused on (1) developing organizational understanding to manage cybersecurity risks, (2) applying safeguards to protect our systems, (3) detecting the occurrence of a cybersecurity incident, (4) responding to a cybersecurity incident and (5) recovering from a cybersecurity incident. Where appropriate, these processes and policies are integrated into our overall risk management systems and processes. For instance, all of our employees with network access are required to complete information security and privacy training on an annual basis. We are continuously working to improve our information technology systems and provide employee awareness training around phishing, malware, and other cyber risks to enhance our levels of protection. We have engaged independent consultants and other third-parties to assist us in establishing and improving our policies. Our processes and policies include the identification of those third-party relationships which have the greatest potential to expose us to cybersecurity threats and, upon identification, we conduct additional due diligence as a part of establishing those relationships. We also maintain insurance coverage for cybersecurity insurance as part of our overall insurance portfolio. For a description and additional information concerning material cybersecurity risks we face, see Item lA. Risk Factors - Information Technology and Cybersecurity Failures or Data Security Breaches Could Harm Our Business.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	Cybersecurity and risks related to our information technology and other computer resources are an important focus of our Board of Directors' risk oversight. The Board has created a Cybersecurity Sub Committee of our Audit Committee for oversight of cybersecurity and other information technology risks. Our Cybersecurity Sub Committee of our Audit Committee receives materials on a frequent basis to address the identification and status of information technology cybersecurity risks, and management, including our Chief Technology Officer (CTO), provides periodic updates to our Cybersecurity Sub Committee. The Sub Committee reports to the full Board regarding its activities. The full Board also receives briefings from management on our cyber risk management program.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	The Board has created a Cybersecurity Sub Committee of our Audit Committee for oversight of cybersecurity and other information technology risks.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	Our Cybersecurity Sub Committee of our Audit Committee receives materials on a frequent basis to address the identification and status of information technology cybersecurity risks, and management, including our Chief Technology Officer (CTO), provides periodic updates to our Cybersecurity Sub Committee. The Sub Committee reports to the full Board regarding its activities. The full Board also receives briefings from management on our cyber risk management program.
Cybersecurity Risk Role of Management [Text Block]	Our management team supervises efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	Chief Technology Officer (CTO)
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	Our CTO has over 25 years' experience managing enterprise information technology systems.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]	Cybersecurity and risks related to our information technology and other computer resources are an important focus of our Board of Directors' risk oversight. The Board has created a Cybersecurity Sub Committee of our Audit Committee for oversight of cybersecurity and other information technology risks. Our Cybersecurity Sub Committee of our Audit Committee receives materials on a frequent basis to address the identification and status of information technology cybersecurity risks, and management, including our Chief Technology Officer (CTO), provides periodic updates to our Cybersecurity Sub Committee. The Sub Committee reports to the full Board regarding its activities. The full Board also receives briefings from management on our cyber risk management program. The CTO is responsible for managing our information security team to ensure they are assessing and managing cybersecurity risks in accordance with our processes and procedures. Our CTO has over 25 years' experience managing enterprise information technology systems.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands	Class A Common Stock Common Stock	Class B Common Stock Common Stock	Additional Paid-in Capital	Retained Earnings	Treasury Stock	Total
Beginning balance at Dec. 31, 2023	$ 80	$ 0	$ 72,593	$ 134,771	$ (36,895)	$ 170,549
Beginning balance (in shares) at Dec. 31, 2023	8,007	0
Net (loss) income	$ 0	$ 0	0	3,460		3,460
Issuance of restricted stock	$ 2	$ 0	(2)
Issuance of restricted stock (in shares)	177	0
Forfeiture of restricted stock	$ 0	$ 0	0
Forfeiture of restricted stock (in shares)	(1)
Dividends declared per common share	$ 0	0	0	(10,015)		(10,015)
Compensation expense related to restricted stock awards	0	0	1,950			1,950
Purchase of shares held in treasury	0	0	0		(290)	(290)
401(k) plan contribution	0	0	(207)		475	268
Ending balance at Dec. 31, 2024	$ 82	$ 0	74,334	128,216	(36,710)	165,922
Ending balance (in shares) at Dec. 31, 2024	8,183	0
Net (loss) income	$ 0	$ 0	0	(7,899)		(7,899)
Issuance of restricted stock	$ 1	$ 0	1			2
Issuance of restricted stock (in shares)	126	0
Forfeiture of restricted stock	$ 0	$ 0	0
Forfeiture of restricted stock (in shares)	(5)	0
Dividends declared per common share	$ 0	$ 0	0	(6,433)		(6,433)
Compensation expense related to restricted stock awards	0	0	2,132			2,132
Purchase of shares held in treasury	0	0	0		(2,534)	(2,534)
401(k) plan contribution	0	0	(718)		1,008	290
Ending balance at Dec. 31, 2025	$ 83	$ 0	$ 75,749	$ 113,884	$ (38,236)	$ 151,480
Ending balance (in shares) at Dec. 31, 2025	8,304	0

Subsequent Events (Details) - USD ($)	1 Months Ended	12 Months Ended
Subsequent Events (Details) - USD ($)	Feb. 12, 2026	Dec. 31, 2025	Dec. 31, 2024
Subsequent Events
Dividends declared per share (in dollars per share)		$ 1	$ 1.6
Class A Common Stock
Subsequent Events
Dividends paid		$ 6,400,000	$ 10,000,000
Subsequent Events \| Cash dividend declared on February 12, 2026 \| Class A Common Stock
Subsequent Events
Dividends payable declared date	Feb. 12, 2026
Dividends declared per share (in dollars per share)	$ 0.25
Dividends paid	$ 1,600,000
Dividends payable date to be paid	Mar. 20, 2026
Dividends payable date of record	Feb. 26, 2026

Supplemental Cash Flow Information (Tables)

12 Months Ended

Dec. 31, 2025

Supplemental Cash Flow Information

Schedule of supplemental cash flow information


		Years Ended December 31,
		2025			2024

		(In thousands)

Cash paid during the period for:
Interest		$	408		$	315
Federal income taxes (net of refunds)		$	800		$	1,200
State income taxes (net of refunds)		$	66		$	408
Non-cash transactions:
Barter revenue		$	2,418		$	2,442
Barter expense		$	2,325		$	2,531
Non-cash rent expense		$	54		$	—
Prepaid rent received as part of sale and lease back transaction		$	5,244		$	—
Use of treasury shares for 401(k) match		$	290		$	268

Fair Value Measurements (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Level 1
Fair Value Measurements
Cash and cash equivalents	$ 22,506	$ 18,860
Short-term investments	9,300	8,927
Accounts receivable, net of allowance	14,031	15,941
Level 2
Fair Value Measurements
Revolving credit facility	$ 5,000	$ 5,000

- Definition

Fair value portion of investment securities, including, but not limited to, marketable securities, derivative financial instruments, and investments accounted for under the equity method.

+ References + Details

Income Taxes (Details) - USD ($)	3 Months Ended	12 Months Ended
Income Taxes (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2025	Dec. 31, 2024
Income Taxes
Income tax expense (benefit)		$ 2,570,000	$ (1,110,000)
Effective income tax rate		24.50%	24.30%
Effective income tax rate		21.00%	21.00%
Split dollar life insurance policy	$ 1,000,000
Unrecognized tax benefits, income tax penalties accrued	0	$ 0	$ 0
Income tax-related interest and penalties		362	2,000
Income tax examination, penalties and interest accrued	$ 0	$ 0	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

+ Details

Common Stock (Details)		12 Months Ended
Common Stock (Details)	Aug. 19, 2022 item shares	Dec. 31, 2025 director Vote shares	Dec. 31, 2024 director shares
Common Stock
Number of board of directors \| director		8	8
Former Shareholder
Common Stock
Number of votes per share of common stock \| item	10
Class A Common Stock
Common Stock
Common stock, shares issued (in shares)		8,304,000	8,183,000
Number of votes per share of common stock \| Vote		1
Percentage of directors to be elected		25.00%
Class A Common Stock \| Former Shareholder
Common Stock
Conversion of shares		1
Class B Common Stock
Common Stock
Number of votes per share of common stock \| Vote		10
Class B Common Stock \| Former Shareholder
Common Stock
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Number of votes per share of common stock \| item	1

Other Income

12 Months Ended

Dec. 31, 2025

Other Income

Other Income

15. Other Income

During the fourth quarter of 2025, we sold a portion of land at our KSPZ tower site in Des Moines, Iowa. We received $208,000 in cash proceeds for the property, resulting in a gain of $179,000, which is recorded in other operating (income) expense, net, in the Company’s Consolidated Statement of Income (Loss).

During the year ended December 31, 2025, we had weather-related damages in Illinois, Ohio and South Carolina and damage to a vehicle in Virginia. The Company’s insurance policy provides coverage for repairs and replacements. As a part of the insurance settlement, the Company received cash proceeds of $105,000, resulting in a gain of $105,000, which is recorded in other (income) expense, net, in the Company’s Consolidated Statement of Income (Loss).

During the third and fourth quarters of 2024, we had weather-related damages. The Company’s insurance policy provides coverage for repairs and replacements. As a part of the insurance settlement during the third quarter of 2024, the Company received cash proceeds of $383,000, resulting in a gain of $383,000, which is recorded in other (income) expense, net, in the Company’s Consolidated Statements of Income (Loss).

During the second quarter of 2024, the Company received $1,133,000 related to the sale of an investment in Broadcast Music, Inc. (“BMI”) and recorded a gain of $1,133,000. The gain on sale of investment is recorded in other (income) expense, net in the Company’s Consolidated Statement of Income (Loss).