Cumulus Media Inc. 完成破产重组，新股权结构确立

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 16, 2026

Cumulus Media Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (404) 949-0700

n/a

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company       ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Explanatory Note:

As previously disclosed, on March 4, 2026, Cumulus Media Inc. (the “Company”) and certain of its direct and indirect subsidiaries (collectively with the Company, the “Company Parties”) commenced filing voluntary petitions (the “Chapter 11 Cases”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Chapter 11 Cases are jointly administered under the caption In re Cumulus Media Inc., et al. (Case No. 26-90346 (ARP)).

On April 13, 2026, the Company Parties filed the Modified Joint Prepackaged Chapter 11 Plan of Reorganization of Cumulus Media Inc. and Its Debtor Affiliates (as amended, modified, or supplemented, the “Plan”).

On April 15, 2026, the Bankruptcy Court entered an order confirming the Plan (the “Confirmation Order”). A copy of the entered Confirmation Order, with a copy of the Plan as confirmed attached thereto, was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on April 17, 2026 (the “April 2026 Current Report”), and is hereby incorporated by reference herein as Exhibit 2.1 of this Current Report on Form 8-K (this “Current Report”). Capitalized terms used but not otherwise defined in this Current Report have the meanings given to them in the Plan.

On October 16, 2026 (the “Effective Date”), the conditions to the effectiveness of the Plan were satisfied or waived, the Plan became effective and the Company Parties emerged from the Chapter 11 Cases. On the Effective Date, in connection with the effectiveness of, and pursuant to the terms of, the Plan and the Confirmation Order, all shares of the Company’s Class A common stock (the “Pre-Emergence Class A Common Stock”), par value $0.0000001 per share, and Class B common stock (the “Pre-Emergence Class B Common Stock”), par value $0.0000001 per share, outstanding immediately before the Effective Date were canceled and are of no further force or effect, the new organizational documents of the Company became effective and shares of new class A common stock (the “New Class A Common Stock”), par value $0.01 per share, and new class B common stock, par value $0.01 per share (the “New Class B Common Stock” and, together with the New Class A Common Stock, the “New Common Stock”) were issued, representing 100% of the outstanding equity interests in the Company. 

On October 16, 2026, the Company Parties filed the Notice of (I) Entry of Order Approving the Debtors’ Disclosure Statement and Confirming the Modified Joint Prepackaged Chapter 11 Plan of Reorganization of Cumulus Media Inc. and Its Debtor Affiliates and (II) Occurrence of Effective Date (the “Notice of Effective Date”) with the Bankruptcy Court.

ABL Credit Agreement

On the Effective Date, Cumulus Media Intermediate Inc., Cumulus Media New Holdings LLC, and certain of its subsidiaries, as borrowers, entered into an asset-based revolving credit agreement (the “ABL Credit Agreement”) with the lenders party thereto and Fifth Third Bank, National Association, as administrative agent (the “ABL Agent”), providing for a four-year asset-based revolving credit facility in an aggregate principal amount of up to $100.0 million (the “ABL Facility”). The obligations under the ABL Credit Agreement are guaranteed by certain indirect subsidiaries of the Company and secured by first priority liens on and security interests in substantially all of the assets of the Loan Parties (as defined in the ABL Credit Agreement), in each case subject to the terms, conditions and exceptions set forth in the ABL Credit Agreement, the Intercreditor Agreement (as defined below) and related documents. The ABL Facility has an initial maturity date of October 16, 2030, subject to a springing maturity 90 days prior to the stated maturity of certain other material indebtedness, including the Convertible Notes (as defined below).

Loans incurred under the ABL Credit Agreement will bear interest at a percentage per annum equal to the applicable margin plus, at the borrowers’ option, either: (i) an adjusted term SOFR rate, subject to a floor of 0.00% or (ii) a base rate equal to the prime loan rate as published by Fifth Third Bank, National Association. The applicable margin varies from 1.50% to 2.00% for SOFR rate loans and varies from 0.50% to 1.00% for prime rate loans, in each case, depending on average excess availability under the ABL Facility.

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The borrowers are required to pay a commitment fee to each lender, which accrues at a rate per annum equal to either 0.25% or 0.50% on the average daily unused portion of such lender’s commitment under the ABL Facility. The borrowers are also required to pay participation fees and fronting fees with respect to letters of credit participation and issuance.

Borrowings under the ABL Credit Agreement will be used to (i) refinance in full, on the Effective Date, indebtedness under the prepetition asset-based revolving credit facility, (ii) pay certain expenses and (iii) finance the working capital needs and other general corporate purposes of the Company and its subsidiaries. Availability of borrowings under the ABL Credit Agreement is subject to the satisfaction of certain conditions, including, after giving effect to any such borrowings, aggregate credit exposure of lenders under the ABL Credit Agreement not exceeding the lesser of the aggregate revolving commitments and the borrowing base at such time.

The ABL Credit Agreement requires the borrowers to maintain a minimum consolidated fixed charge coverage ratio of 1.0x, tested as of the last day of each fiscal month.

The ABL Credit Agreement contains certain representations and warranties, events of default and various affirmative and negative covenants that are customary for asset-based credit facilities of this type, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, transactions with affiliates, dividends and other restricted payments and investments (including acquisitions).  Events of default include, among other things, nonpayment of principal or interest, breach of covenants, breach of representations and warranties, failure to pay final judgments in excess of a specified threshold, failure of a guarantee to remain in effect, failure of a collateral document to create an effective security interest in collateral, bankruptcy and insolvency events, cross-default to other material indebtedness, and a change of control. The occurrence of any event of default under the ABL Credit Agreement would permit all obligations under the ABL Facility to be declared due and payable immediately and all commitments thereunder to be terminated.

Exit Convertible Notes

On the Effective Date, in accordance with the Plan, the Company issued $50 million in aggregate principal amount of 10%/8% Senior Secured PIK Toggle Notes due 2031 (the “Convertible Notes”) to holders of Allowed 2029 Secured Claims.

The Convertible Notes were issued pursuant to an indenture, dated as of the Effective Date, between the Company and Wilmington Savings Fund Society, FSB, as trustee, notes collateral agent, registrar, paying agent and conversion agent (the “Indenture”). The Convertible Notes are convertible into shares of New Class B Common Stock as set forth in the Indenture.

The Convertible Notes are jointly and severally irrevocably and unconditionally guaranteed on a senior secured basis by certain subsidiaries of the Company, including all Loan Parties under the ABL Credit Agreement. The Convertible Notes and such guarantees are secured by second priority liens on the assets subject to liens securing the ABL Facility, including the equity interests of each guarantor of the Convertible Notes, all assets owned by the Loan Parties as of the Effective Date or acquired thereafter, certain assets related thereto, and substantially all other assets of the Loan Parties, in each case, subject to certain exceptions and limitations.

The outstanding Convertible Notes are subject to an intercreditor agreement, dated as of October 16, 2026, by and among the ABL Agent, as the First Priority Representative for the First Priority Secured Parties and Wilmington Savings Fund Society, FSB, as the Second Priority Representative for the Second Priority Secured Parties (in each case, as defined therein) and the Loan Parties (the “Intercreditor Agreement”). The Intercreditor Agreement provides, among other things, that the liens securing the obligations under the Convertible Notes rank junior in priority to the liens securing the obligations under the ABL Credit Agreement.

The Convertible Notes are scheduled to mature on July 1, 2031. Interest on the Convertible Notes accrues, at the Company’s election, either at a rate of 8.00% per annum if payable in cash or at a rate of 10.00% per annum if payable by increasing the amount of Convertible Notes outstanding. The Company will pay interest semi-annually in arrears on March 1 and September 1 of each year, commencing March 1, 2027. Interest on the Convertible Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Effective Date. Interest is computed on the basis of a 360-day year of twelve 30-day months. The Company is required to pay interest on overdue installments of interest or premium, if any, without regard to any applicable grace period, at the rate equal to the then applicable interest rate on the Convertible Notes to the extent lawful.

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The Company may redeem, at any time in whole, or from time to time in part, the Convertible Notes at 100% of the principal amount, plus accrued, unpaid and uncapitalized interest, if any, to, but excluding, the redemption date.

If a specified event is deemed to be a change of control of the Company, the Company will be required to offer to repurchase all outstanding Convertible Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued, unpaid and uncapitalized interest, if any, to, but excluding, the repurchase date.

The Indenture provides, among other things, that the Convertible Notes are the senior secured obligations of the Company and include covenants that limit the ability of the Company and its subsidiaries to incur or guarantee additional debt, create or permit certain liens, redeem or repurchase certain debt, make certain loans and investments, consolidate, merge, or sell all or substantially all of the assets of the Company and its subsidiaries, and pay distributions on, or redeem or repurchase, the Company’s capital stock, subject in each case to certain qualifications and exceptions.

The Indenture contains customary events of default that include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest, failure to pay certain other indebtedness, certain events of bankruptcy, insolvency or reorganization, and failure to pay certain final judgments.

The Convertible Notes issued pursuant to the Plan were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 1145 of the Bankruptcy Code (which generally exempts from such registration requirements the issuance of securities under a plan of reorganization).

Stockholders’ Agreement

On the Effective Date, the Company entered into a stockholders’ agreement (the “Stockholders’ Agreement”) with holders of the New Common Stock (the “Stockholders”), pursuant to which each of the Stockholders agreed to certain restrictions on the transfer of the New Common Stock, and the Company agreed to (i) provide to certain Stockholders the right to designate directors to the board of directors of the Company, subject to certain limitations, (ii) be subject to certain limitations and obligations on its operations without Stockholder approval and (iii) provide certain information to the Stockholders. Pursuant to the Plan, each holder of the New Common Stock on the Effective Date was deemed to be a party to, and bound by, the Stockholders’ Agreement, regardless of whether such holder executed a signature page thereto.

Cancellation of Existing Equity Interests

On the Effective Date, in accordance with the Plan, all of the existing shares of the Company’s Pre-Emergence Class A Common Stock and Pre-Emergence Class B Common Stock outstanding immediately before the Effective Date and all rights attaching or relating thereto were deemed canceled, released and extinguished and of no further force or effect.

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Debt Instruments

On the Effective Date, in accordance with the Plan, the obligations of the Company and the other Company Parties under the following agreements (the “Prepetition Debt Documents”) were canceled, and the duties and obligations of all parties thereto were deemed satisfied in full, canceled, released, discharged, and of no force or effect:

On the Effective Date, in accordance with the Plan, in addition to the Prepetition Debt Documents, the obligations of the Company Parties under any other certificate, security, note, bond, credit agreement, indenture, purchase right, option, warrant, or other instrument or document directly or indirectly evidencing, relating to, or creating any indebtedness or obligation of or ownership interest in the Company Parties or giving rise to any Claim or Interest or to any rights or obligations relating to any Claims against or Interests in the Company Parties (except such certificates, notes, or other instruments or documents evidencing indebtedness or obligation of or ownership interest in the Company Parties that are specifically reinstated pursuant to the Plan) and any rights of any holder in respect thereof were canceled, and the duties and obligations of all parties thereto were deemed satisfied in full, canceled, released, discharged, and of no force or effect.

Claims Treatment Under the Plan

In accordance with the Plan, holders of claims against and interests in the Company Parties received the following treatment:

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Restructuring Support Agreement

On the Effective Date, the Restructuring Support Agreement, dated as of March 4, 2026, entered into among the Company Parties and the Consenting 2029 Holders was automatically terminated pursuant to its terms.

The information set forth in the Explanatory Note, Items 1.01 and 1.02 of this Current Report is hereby incorporated by reference herein.

Information regarding the assets and liabilities of the Company and its subsidiaries may be found in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended on March 31, 2026, filed with the SEC on April 29, 2026, and is incorporated herein by reference. Court filings and information about the Chapter 11 Cases can be found at a website maintained by the Company’s claims agent Verita Global at https://www.veritaglobal.net/cumulusmedia. The documents and other information available via website or elsewhere are not part of this Current Report and will not be deemed incorporated herein.

The information set forth in Item 1.01 of this Current Report is hereby incorporated by reference herein.

On the Effective Date, the New Organizational Documents (as defined in Item 5.03) became effective, authorizing the issuance of the New Common Stock. On the Effective Date, in accordance with the Plan, the Company, as reorganized, issued 352,025 shares of New Class A Common Stock, 285,975 shares of New Class B Common Stock, and the Convertible Notes. Pursuant to the Plan, holders of Allowed 2029 Secured Claims received approximately 95% of the New Common Stock issued on the Effective Date (subject to dilution by the management incentive plan (the “Management Incentive Plan”) and, where applicable, the conversion of any Convertible Notes), and holders of Other Funded Debt Claims received the remaining approximately 5% of the New Common Stock issued on the Effective Date (subject to dilution by the Management Incentive Plan).

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The shares of New Common Stock issued pursuant to the Plan were issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 1145 of the Bankruptcy Code.

The information set forth in the Explanatory Note and Items 1.01, 1.02, 1.03, 3.02, 5.01 and 5.03 of this Current Report is incorporated herein by reference.

The information set forth in the Explanatory Note and Items 1.01, 1.02, 1.03, 3.02 and 5.02 in this Current Report is incorporated herein by reference.

On the Effective Date, in accordance with the Plan, all previously issued and outstanding equity interests in the Company were canceled, discharged and of no force and effect. Pursuant to the Plan, New Common Stock was issued to holders of certain Claims against the Company as provided in the Plan. As of the Effective Date, holders of Allowed 2029 Secured Claims hold approximately 95% of the outstanding New Common Stock and holders of Other Funded Debt Claims hold approximately 5% of the outstanding New Common Stock, in each case subject to dilution by the Management Incentive Plan and, where applicable, the conversion of any Convertible Notes.

Board of Directors

On the Effective Date, in accordance with the Plan, Andrew W. Hobson, Elizabeth Abrams, Deborah A. Farrington, Carol Flaton, Steven M. Galbraith and David M. Tolley ceased serving on the Company’s board of directors, and Mary G. Berner, the Company’s President and Chief Executive Officer, and the following directors were appointed to the Company’s board of directors (the “New Board”): Heath B. Freeman, Philip A. Hudson, Greg Stuecheli and Scott Manson.

Heath B. Freeman, age 46, is the Managing Member of Next Gen Radio Enterprises LLC. Mr. Freeman is one of the founding members of Alden Global Capital LLC and has been its President since 2014. He has been managing and investing in companies with an opportunistic and catalyst-driven approach since 2006 when he joined Smith Management LLC, which was a prior affiliate of Alden Global. Prior to joining Smith Management, Mr. Freeman was an investment banker at Peter J. Solomon Company, where he specialized in mergers & acquisitions, restructurings and financings. In addition to his investment research and operational responsibilities at Alden Global, within the media platform, Mr. Freeman currently serves as Chairman of Tribune Enterprises LLC, a company that owns and manages media properties such as The Chicago Tribune, South Florida Sun Sentinel and The Hartford Courant and Vice Chairman of MNG Enterprises, Inc., a company that owns and manages media properties such as The Denver Post, San Jose Mercury News, Orange County Register and the Boston Herald. Within the sports platform, Mr. Freeman serves as Managing Partner of the Florida Freedom of the PBR (Professional Bull Riders) and Executive Chairman of the AVP, the premier beach volleyball league. Mr. Freeman also serves as Managing Partner of EHP Hospitality Group which owns and operates marinas, hotels, and restaurants throughout the east end of Long Island. Additionally, Mr. Freeman currently serves as a director of SLT Group, LLC, which operates in the fitness space and Party Products LLC, a consumer products company which acquired certain assets of the Tupperware brand. Mr. Freeman currently serves as Chairman of the board of directors of Oyster Enterprises II Acquisition Corp, and from 2021 to 2022 served as Chief Executive Officer and Vice Chairman of the board of directors of Oyster Enterprises Acquisition Corp. Mr. Freeman graduated with a Bachelor of Arts degree from Duke University.

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Philip A. Hudson, age 43, is a Managing Director at Alden Global Capital LLC, where he leads investment research across public and private companies. Prior to joining Alden Global in 2015, he was a founding member and Senior Principal at Ellis Lake Capital LLC, an event-driven investment fund. Previously, Mr. Hudson worked in the Credit Opportunities group of D. E. Shaw & Co. L.P., where he focused on restructurings and distressed investments. Mr. Hudson began his career as an investment banker in the Global Power and Energy Group at Morgan Stanley. He holds a Bachelor of Science in Business Administration and a Bachelor of Arts in Economics from the University of North Carolina at Chapel Hill.

Greg Stuecheli, age 53, is a Founding Partner of Trive Mockingbird Management LLC, a joint venture formed in 2020 between Trive Capital LLC, a Dallas based private equity firm, and Mockingbird Credit Partners LLC, a credit focused alternative investment firm founded in 2013. Prior to Mockingbird, Mr. Stuecheli was a Partner at Highland Capital Management LP, an investment management firm that was a pioneer in the leveraged finance market. At Highland, he managed senior secured corporate loans, distressed credit, high-yield bonds and special situations. Mr. Stuecheli began his career as a chemical engineer at Jacobs Engineering Group and Cytec Industries. He received an MBA from Southern Methodist University and a BS in Chemical Engineering from Rensselaer Polytechnic Institute and is a CFA® charterholder. He currently serves on the board of directors of Careismatic Brands, a healthcare focused apparel company. He previously served on the board of directors of CCS Medical Holding, Inc., EBM Holdco, LLC, LLV Holdco, LLC (as Chairman) and Safety-Kleen Holdco, Inc.

Scott Manson, age 45, is the Chief Executive Officer of The North Road Company, the Los Angeles-based independent television and film studio co-founded in 2022 by Peter Chernin. North Road’s businesses include Chernin Entertainment, Kinetic Content, Words + Pictures and North Road Television Studio, and it is a strategic investor in several talent-led media ventures. Mr. Manson oversees day-to-day operations, leads the company’s global growth strategy, and drives its organic and acquisition-led expansion, including portfolio oversight, investment strategy, new ventures and key partnerships. In January 2026, North Road agreed to be acquired by Mediawan, a global independent content studio backed by KKR and other institutional investors. Previously, Mr. Manson was President of Business Solutions at HYBE Corporation following its acquisition of Ithaca Holdings, the private equity-backed entertainment and media holding company that Mr. Manson helped grow into one of the largest independent music and talent platforms in the world. At Ithaca, he led corporate strategy and business development, building ventures around global talent including Justin Bieber, Ariana Grande, Demi Lovato, J Balvin and Dan + Shay, and helped execute the company’s acquisitions and its partnerships with Universal Music Group and others. Mr. Manson began his career as a litigator at O’Melveny & Myers LLP, focusing on complex commercial litigation. He holds a Bachelor of Arts degree from Duke University and a Juris Doctor from Emory University School of Law.

None of the directors resigned as a result of any disagreement with the Company on any matter relating to its operations, policies or practices.

There are no arrangements or understandings between any director of the New Board and any other person pursuant to which such director was selected as a director, other than as contemplated by the Plan and the Stockholders’ Agreement. There are no family relationships between any director of the New Board and any other director or executive officer of the Company. Except as disclosed above, there have been no transactions with any of the members of the New Board that are required to be reported under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Amended and Restated Employment Agreements

As previously disclosed, on April 15, 2026, in connection with the Confirmation Order and effective as of April 15, 2026, the Company entered into amended and restated employment agreements (the “A&R Employment Agreements”) with Ms. Berner and Mr. Lopez-Balboa.

The material terms of the A&R Employment Agreements were previously described in the April 2026 Current Report, with copies of the A&R Employment Agreements filed as Exhibits 10.1 and 10.2 to the April 2026 Current Report.

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Management Incentive Plan

In accordance with the Plan, 10% of the New Common Stock, on a fully diluted basis, has been reserved for issuance of awards under the Management Incentive Plan to employees of the Company and to independent members of the New Board.

The material terms of the Management Incentive Plan were previously described in the April 2026 Current Report, and such description is hereby incorporated by reference herein to this Current Report.

On the Effective Date, in accordance with the Plan, the Company adopted a Second Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) and Fourth Amended and Restated Bylaws of the Company (the “Bylaws” and, collectively with the Certificate of Incorporation, the “New Organizational Documents”). The Company’s authorized capital stock consists of 1,501,000 shares of New Common Stock, comprising 971,479 shares of New Class A Common Stock, 528,521 shares of New Class B Common Stock and 1,000 shares of new preferred stock. Consistent with Section 1123(a)(6) of the Bankruptcy Code, the New Organizational Documents prohibit the issuance of non-voting equity securities, subject to the limitations set forth therein and in the Confirmation Order.

A description of the material changes from the Company’s prior certificate of incorporation (the “Prior Certificate”) and bylaws (the “Prior Bylaws”) is set forth below.

Voting. Each holder of New Class A Common Stock is entitled to one vote per share on all matters brought to a Stockholder vote, and, each holder of New Class B Common Stock is entitled to one vote per share solely with respect to the following matters: (i) amending, altering or repealing any provision of the Certificate of Incorporation or the Bylaws in a manner that adversely affects the New Class B Common Stock relative to the New Class A Common Stock and (ii) effecting any business combination in which the New Class B Common Stock is treated differently than the New Class A Common Stock. All matters at a meeting of Stockholders where a quorum exists will be approved by the affirmative vote of the holders of a majority of the voting power present in person or represented by proxy and entitled to vote on such matter. Stockholders may act by written consent in lieu of a meeting.

Amendment of the Bylaws. The Bylaws grant Stockholders the power to adopt, amend and repeal the Bylaws on the affirmative vote of Stockholders owning at least 55% of the outstanding New Class A Common Stock, or 55% of the outstanding New Common Stock, which, for so long as Next Gen Radio Enterprises LLC (“Next Gen Radio”) and its Affiliates beneficially own at least 15% of the outstanding equity securities of the Company, must include the prior written consent of Next Gen Radio. So long as shares of New Class B Common Stock are outstanding, any adoption, amendment or repeal of the Bylaws in a manner that adversely affects the New Class B Common Stock relative to the New Class A Common Stock requires a majority of the outstanding shares of New Class B Common Stock.

Board of Directors. The New Board will consist of not less than one and not more than seven directors. A majority of the directors then serving constitutes a quorum, which must include at least two directors designated by Next Gen Radio, and the vote of a majority of the directors present at a meeting at which a quorum is present is the act of the New Board. The Bylaws provide that any action required or permitted to be taken by the New Board at a duly called meeting may be taken by the unanimous written consent of the New Board.

Exclusive Forum. The Certificate of Incorporation provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have, or declines to accept, jurisdiction, another state court or a federal court located within the State of Delaware) will be, to the fullest extent permitted by law, the exclusive forum for any internal corporate claims, and the federal district courts of the United States will be the exclusive forum for any complaint asserting a cause of action arising under the Securities Act.

The foregoing descriptions of the Certificate of Incorporation and the Bylaws do not purport to be complete and are qualified in their entirety by reference to the full texts of the Certificate of Incorporation and the Bylaws, which are attached as Exhibits 3.1 and 3.2 to this Current Report, respectively, and are incorporated by reference herein.

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Press Release

On October 16, 2026, the Company issued a press release announcing its emergence from the restructuring process and successful consummation of the Plan. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 7.01, including Exhibit 99.1, shall be deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act.

Deregistration of Securities and Suspension of SEC Reporting Obligations

In accordance with the Plan, the Company intends to take steps necessary to operate as a private company upon the Effective Date or as soon as reasonably practicable thereafter. In connection therewith, the Company intends to file post-effective amendments to terminate all of the Company’s currently effective registration statements under the Securities Act. Additionally, the Company intends to file a Form 15 with the SEC notifying the SEC of the suspension of the Company’s duty to file reports under Section 15(d) of the Exchange Act and deregistering the Company’s common stock pursuant to Section 12(g) of the Exchange Act. Upon the filing of the Form 15, the Company’s obligations to file certain reports and forms with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, will be immediately suspended. The Company intends to cease filing periodic or current reports under the Exchange Act upon filing of the Form 15 with the SEC.

The shares of New Common Stock and the Convertible Notes issued pursuant to the Plan will not be listed on any national or foreign securities exchange.

Cautionary Note to Former Holders of Common Stock

As a result of the Plan becoming effective, all of the Company’s previously outstanding equity interests, consisting of shares of Pre-Emergence Class A Common Stock and Pre-Emergence Class B Common Stock of the Company and related rights, were canceled on the Effective Date without any distribution and have no value.

Former holders of the Company’s common stock will not receive any recovery or distribution on account of such interests under the Plan. 

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(d) Exhibits.

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this Current Report on Form 8-K constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are predictive in nature and are identified generally by the use of the terms “intended”, “expected”, “will”, and “anticipates”, and similar words or expressions indicating possible future expectations, events or actions. Forward-looking statements are based on current expectations, assumptions, estimates and projections about the Company’s business and its industry, and are not guarantees of future performance. These statements are subject to a number of known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s ability to control or predict, which may cause actual events to be materially different from those expressed or implied herein. Such risks and uncertainties include, among other things, general economic or business conditions affecting the radio broadcasting industry which may be less favorable than expected, decreasing spending by advertisers; changes in market conditions which could impair the Company’s intangible assets and the effects of any material impairment of its intangible assets; the Company’s ability to execute its business plan and strategy; the ability to attract, motivate, and/or retain key executives and associates; increased competition in and with the media industry and the Company’s ability to respond to changes in technology, including artificial intelligence, in order to remain competitive; shifts in population, demographics, audience tastes, and listening preferences; and other factors described in the “Risk Factors” sections of the Company’s most recently filed Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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