アーバンワンAの適時開示・重要契約・その他

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): November 14, 2025

URBAN ONE, INC.

(Exact name of Registrant as specified in its charter)


Delaware	0-25969	52-1166660
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1010 Wayne Avenue

14th Floor

Silver Spring, Maryland 20910

(301) 429-3200

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Not Applicable

(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:


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

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

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

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.001 Par Value

UONE

NASDAQ Stock Market

Class D Common Stock, $0.001 Par Value

UONEK

NASDAQ Stock Market

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

Emerging growth company o

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. o On November 14, 2025, Urban One, Inc. (the “Company”), entered into a Transaction Support Agreement (the “Transaction Support Agreement”) with certain holders (the “Supporting Noteholders” and each, a “Supporting Noteholder”) of the Company’s 7.375% senior secured notes due 2028 (the “Existing Notes”) that collectively hold approximately 73% of the outstanding principal amount of Existing Notes as of November 13, 2025.

Item 1.01. Entry into a Material Definitive Agreement.

The Transaction Support Agreement relates to (a) the Company’s offers to each holder of its Existing Notes: (i) to exchange any and all of its outstanding Existing Notes for newly issued 7.625% second lien senior secured notes due 2031 (the “Exchange Notes”) and cash (the “Exchange Offer”), (ii) to purchase up to $185.0 million in aggregate principal amount of the Existing Notes for up to $111.0 million in cash (the “Tender Offer”) and (iii) the right to subscribe to purchase up to $60.6 million aggregate principal amount of newly issued 10.500% first lien senior secured notes due 2030 (the “New First Lien Notes,” and, together with the Exchange Notes, collectively, the “New Notes” and such offering, the “Subscription Offer” and, together with the Exchange Offer and the Tender Offer, collectively, the “Offers”) and (b) the Company’s solicitation of consents (the “Consent Solicitation” and together with the Offers, the “Offers and Consent Solicitation”) from holders of Existing Notes to the adoption of certain amendments to the indenture governing the Existing Notes and the related security documents to eliminate substantially all of the restrictive covenants and certain of the default provisions, modify covenants regarding mergers and consolidations and modify or eliminate certain other provisions, including removing the requirement that the Company make an offer to repurchase the Existing Notes if the Company experiences certain change of control transactions, releasing the guarantees provided by the existing guarantors of the Existing Notes and eliminating any requirement to provide guarantees in the future with respect to the Existing Notes, releasing the liens on all of the collateral securing the Existing Notes and eliminating any requirement to provide collateral in the future with respect to the Existing Notes. The Offers and Consent Solicitation will be consummated on the terms set forth in a confidential offering memorandum and consent solicitation statement (the “Offering Memorandum”) provided to holders of the Existing Notes.

Pursuant to the Transaction Support Agreement, each Supporting Noteholder has agreed to (i) tender the maximum amount accepted by the Company of its Existing Notes in the Tender Offer and the remaining portion of its Existing Notes in the Exchange Offer and deliver its related Consents in the Consent Solicitation and (ii) collectively with the other Supporting Noteholders, backstop the full Subscription Offer as set forth in the Transaction Support Agreement (the “Backstop Commitment”). In consideration for the Supporting Noteholders’ Backstop Commitment, the Company will pay to the Supporting Noteholders a premium in an amount equal to 3.0% of the total aggregate principal amount of First Lien Notes issued in connection with the Subscription Offer and the Backstop Commitment, as set forth in the Transaction Support Agreement.

The Transaction Support Agreement includes representations, warranties, covenants and closing conditions customary for agreements of this type, including the condition that a minimum of 98% of the outstanding aggregate principal amount of Existing Notes shall have been validly tendered (and not validly withdrawn) pursuant to the Exchange Offer and/or Tender Offer. The Transaction Support Agreement will, among other circumstances, terminate at the mutual written consent of the Company and the Supporting Noteholders, on the Settlement Date or on December 30, 2025 (subject to extension pursuant to the terms of the Transaction Support Agreement) if the Settlement Date has not yet occurred.

The foregoing description of the Transaction Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transaction Support Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

Press Release

On November 14, 2025, the Company issued a press release announcing the Offers and Consent Solicitation and entry into the Transaction Support Agreement. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Cleansing Information

The Company is also furnishing as Exhibits 99.2 and 99.3 to this Current Report on Form 8-K certain information, dated as of September 23, 2025 and November 7, 2025, respectively, (the “Cleansing Information”), previously shared with the Supporting Noteholders during the course of the discussions preceding the execution of the Transaction Support Agreement.

The foregoing description of the Cleansing Information is qualified by reference to the complete presentation of the Cleansing Information, a copy of which is attached hereto as Exhibits 99.2 and 99.3 and is incorporated herein by reference.

The foregoing (including Exhibits 99.1, 99.2 and 99.3) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Cautionary Note Regarding the Offers

The Offers and Consent Solicitation are subject to the satisfaction or waiver of a number of conditions. The Company reserves the right, in its sole discretion, to amend the terms of the Offers and Consent Solicitation. The Offers may not be completed as contemplated or at all. If the Company is unable to complete the Offers or any other alternative transactions, on favorable terms or at all, due to market conditions or otherwise, its financial condition could be materially adversely affected.

This Current Report on Form 8-K is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Offers and Consent Solicitation, or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this Current Report on Form 8-K is not an offer of securities for sale into the United States. The New Notes to be offered in the Offers have not been registered under the Securities Act or any state securities laws, and unless so registered, New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

Forward-Looking Statements

Certain statements made herein or in the cleansing materials may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including but not limited to any statements regarding the consummation of the Offers and Consent Solicitation, guidance, our future results of operations or financial condition, future securities repurchase programs, business strategy and plans, cost saving initiatives, user growth and engagement and objectives of management for future operations. Any statements that are not statements of historical fact should be considered forward-looking statements. In many cases, forward-looking statements can generally be identified by the use of forward-looking terminology such as “may,” “plan,” “predict,” “expect,” “estimate,” “intend,” “would,” “will,” “could,” “should,” “anticipate,” “believe,” “project” or “continue” or the negative thereof or other similar expressions. The forward-looking statements contained in this Current Report on Form 8-K reflect our views as of the date of this Current Report on Form 8-K and are based on our expectations and beliefs concerning future events, as well as currently available data as of the date of this Current Report on Form 8-K. While we believe there is a reasonable basis for our forward-looking statements, they involve a number of risks, uncertainties, assumptions and changes in circumstances that may cause actual results, performance or achievements to differ significantly from those expressed or implied in any forward-looking statement, including, but not limited to, the adverse impact of failing to consummate the Offers and Consent Solicitation, the risk that an insufficient number of holders of Existing Notes participate in the Offers and tender their Existing Notes and other risk factors described from time to time in the Company’s filings with the SEC. Therefore, these statements are not guarantees of future events, results, performance or achievements, and you should not rely on them. All forward-looking statements included in this Current Report on Form 8-K are based on information available to the Company as of the date on which such statements were made, and the Company assumes no obligation to update or revise any forward-looking statements to reflect events or circumstances that occur after such statements are made, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits


Exhibit Number						Description
10.1*						Transaction Support Agreement, dated as of November 14, 2025, by and among Urban One, Inc. and the Supporting Noteholders.
99.1						Press release dated November 14, 2025.
99.2						Cleansing Information, dated September 23, 2025.
99.3						Cleansing Information, dated November 7, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Certain schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide a copy of any omitted schedule or exhibit to the SEC or its staff upon request.

SIGNATURE

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.


			URBAN ONE, INC.

			/s/ Peter D. Thompson
November 14, 2025			Peter D. Thompson
			Executive Vice President and Chief Financial Officer

EX-10.1 2 ex101-urbanonextransaction.htm EX-10.1 Document

Exhibit 10.1

THIS TRANSACTION SUPPORT AGREEMENT IS NOT AN OFFER OR A SOLICITATION WITH RESPECT TO ANY SECURITIES OF URBAN ONE, INC. ANY SUCH OFFER OR SOLICITATION WILL BE MADE ONLY IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS AND/OR OTHER APPLICABLE LAW. THIS TRANSACTION SUPPORT AGREEMENT DOES NOT PURPORT TO SUMMARIZE ALL OF THE TERMS, CONDITIONS, AND OTHER PROVISIONS WITH RESPECT TO THE TRANSACTIONS DESCRIBED HEREIN, WHICH TRANSACTIONS WILL BE SUBJECT TO THE TERMS AND CONDITIONS OF DEFINITIVE DOCUMENTS RELATING TO THE TRANSACTIONS. THE CLOSING OF ANY TRANSACTION SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SUCH DEFINITIVE DOCUMENTS.

TRANSACTION SUPPORT AGREEMENT

This Transaction Support Agreement (the “Agreement”) is made on November 14, 2025 among:

(1)The Noteholders (as defined below) or the entities that manage, advise or sub-advise funds and accounts on behalf of such Noteholders set forth on the signature pages hereto (each a “Supporting Noteholder” and collectively, the “Supporting Noteholders”); and

(2)Urban One, Inc., a Delaware corporation (the “Issuer”).

The Supporting Noteholders and the Issuer are collectively referred to herein as the “Parties” and each, a “Party.”

WHEREAS:

(A)Prior to the date hereof, the Parties have discussed the possibility of commencing (a) an offer (the “Exchange Offer”) to the holders (the “Noteholders”), of the Issuer’s 7.375% Senior Secured Notes due 2028 (144A CUSIP 91705J AC9; Reg S CUSIP U9155T AB3) (the “Existing Notes”) to exchange any and all of their Existing Notes for newly issued 7.625% second lien senior secured notes due 2031 (the “Exchange Notes”) and cash, (b) an offer (the “Tender Offer”) to purchase from Noteholders up to $185.0 million of the Existing Notes for up to $111.0 million in cash, (c) an offer (the “Subscription Offer” and together with the Exchange Offer and the Tender Offer, the “Offers”) to Noteholders of the right to subscribe to purchase up to $60.6 million aggregate principal amount of newly issued 10.500% first lien senior secured notes due 2030 at a purchase price of 99.00% of the aggregate principal amount thereof (the “First Lien Notes” and together with the Exchange Notes, the “New Notes”), and (d) a consent solicitation (the “Consent Solicitation” and together with the Offers, the “Offers and Consent Solicitation”) relating to certain amendments (collectively, the “Proposed Amendments,” and together with the Offers and Consent Solicitation and the other transactions contemplated thereby and by this Agreement, the “Transactions”) to the indenture governing the Existing Notes, in each case, as described in the Issuer’s confidential offering memorandum and solicitation statement (as may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time in compliance with the terms of this Agreement, the “Offering Memorandum”) attached hereto as Exhibit A.

(B)The Issuer now wishes for each Supporting Noteholder to indicate its commitment (a) to validly tender (and not validly withdraw) all of its Existing Notes in the Tender Offer and the Exchange Offer, (b) to subscribe for and purchase the percentage of the Unsubscribed First Lien Notes (as defined below) indicated on Schedule I hereto (the “Backstop Percentage” and such schedule, the “Backstop Commitment Schedule”), and (c) to provide its consent (a “Consent”) to the Proposed Amendments in the Consent Solicitation, on the terms and subject to the conditions set forth in this Agreement and the Offering Memorandum.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1.Effectiveness of this Agreement

This Agreement shall become effective and binding upon each of the Parties on the date on which all of the following conditions have been satisfied (the “Agreement Effective Date”):

(a)each of (i) the Issuer and (ii) Noteholders that hold at least 66.7% of the aggregate outstanding principal amount of Existing Notes shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the other Parties; and

(b)the Issuer shall have paid all the reasonable and documented fees, costs, and out-of-pocket expenses of Davis Polk & Wardwell LLP (“Davis Polk”) invoiced at least three Business Days (as defined below) prior to the Agreement Effective Date.

2.Supporting Noteholder Undertakings

Each Supporting Noteholder hereby undertakes to:

(a)act as an Exchange Offer and Tender Offer Participant (as defined in the Offering Memorandum) and (i) irrevocably and unconditionally validly tender (and not validly withdraw), no later than the Early Tender Date (as defined in the Offering Memorandum), the maximum amount accepted by the Issuer of its Existing Notes in the Tender Offer and the remaining portion of its Existing Notes in the Exchange Offer, (ii) validly deliver, no later than the Early Tender Date, (and not validly revoke) Consents to the Proposed Amendments with respect to its Existing Notes, in each case, pursuant to the terms of the Offering Memorandum and (iii) provide to the Company no later than the Business Day following the Early Tender Date its Voluntary Offer Instruction (“VOI”) number(s) (or Euroclear or Clearstream reference number) related to the Automated Tender Offer Program tender of such Supporting Noteholder’s Existing Notes;

(b)refrain from subscribing for and purchasing any First Lien Notes in the Subscription Offer;

(c)purchase such Supporting Noteholder’s Backstop Percentage of the amount of First Lien Notes equal to $60.6 million minus the aggregate principal amount of First Lien Notes subscribed for by Noteholders and accepted by the Issuer in the Subscription Offer (such amount, the “Unsubscribed First Lien Notes” and each Supporting Noteholder’s portion thereof, the “Backstop Commitment First Lien Notes”), at a purchase price of 99.00% of the aggregate principal amount thereof, pursuant to the terms and conditions described in Section 9 hereof;

(d)support, approve, implement, reasonably cooperate with the Issuer, and take all actions reasonably necessary, or reasonably requested by the Issuer, to facilitate the implementation and consummation of the Offers and Consent Solicitation;

(e)not object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Offers, the Consent Solicitation and any other transaction as described in the Offering Memorandum;

(f)negotiate in good faith and use commercially reasonable efforts to execute, deliver, implement, and effectuate the Definitive Documents (as defined below) that are materially consistent in all respects with this Agreement and the Offering Memorandum; and

(g)if such Supporting Noteholder has actual knowledge of a material breach by such Supporting Noteholder of its obligations, undertakings, representations, warranties, or covenants set forth in this Agreement or any other Definitive Documents, furnish prompt written notice to the Issuer hereto.

The settlement date for payment of the applicable Exchange Consideration (as defined in the Offering Memorandum) and the issuance of the New Notes to the Supporting Noteholders by the Issuer will be the Settlement Date (as defined in the Offering Memorandum). Payment of the applicable Exchange Consideration and issuance of the New Notes by the Issuer to each Supporting Noteholder shall be effected as will be set forth in the Offering Memorandum.

3.Issuer Undertakings

(a)During the term of this Agreement, the Issuer hereby undertakes to, and shall cause its subsidiaries to:

(i)support, approve, implement, reasonably cooperate with each of the Parties, and take all actions reasonably necessary, or reasonably requested by any other Party, to facilitate the implementation and consummation of the Offers and Consent Solicitation;

(ii)negotiate in good faith and use commercially reasonable efforts to execute, deliver, implement, and effectuate the Definitive Documents that are materially consistent in all respects with this Agreement and the Offering Memorandum;

(iii)to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Offers and Consent Solicitation, take all steps reasonably necessary and desirable to eliminate any such impediment; provided that, any modification to the terms of the Offers and/or Consent Solicitation shall require the prior written consent (which consent may be given via email between counsel to the Parties) of the Supporting Noteholders who own or control, in the aggregate, at least 50.1% of the aggregate principal amount of Existing Notes that are held by the Supporting Noteholders (the “Required Supporting Noteholders”);

(iv)use commercially reasonable efforts to promptly obtain any and all regulatory, governmental, and third-party approvals that are necessary or, in the Issuer’s reasonable discretion in consultation with Davis Polk on behalf of the Required Supporting Noteholders, advisable to effectuate and consummate the Offers and Consent Solicitation;

(v)consider in good faith all reasonable actions necessary or reasonably requested by Davis Polk on behalf of the Supporting Noteholders to facilitate the solicitation and consummation of the Offers and Consent Solicitation;

(vi)use commercially reasonable efforts to obtain additional support for the Transactions from the Issuer’s affiliates or other stakeholders, in each case, to the extent reasonably prudent to consummate the Transactions;

(vii)conduct the Offers and Consent Solicitation pursuant to the terms set forth in this Agreement, the Offering Memorandum, and the other Definitive Documents;

(viii)except for such matters that are approved by the Required Supporting Noteholders in writing (which approval may be given via email between counsel to the Parties) from time to time and except in connection with, or as contemplated by, the Transactions, conduct its business in the ordinary course consistent with past practice and in light of then-current market conditions and in compliance with applicable law; provided that, for the avoidance of doubt, the Issuer and its subsidiaries may amend, terminate, or allow to expire agreements in the ordinary course of business and consistent with past practice or in connection with, or as contemplated by, the Transactions;

(ix)maintain their good standing and legal existence under the laws of the state or other jurisdictions in which they are incorporated or organized;

(x)upon request by Davis Polk to the Issuer, with reasonable advance notice and to the extent such requests are related to the Transactions, provide to Supporting Noteholders and Davis Polk (a) reasonable access to the management of and, to the extent appropriate, such applicable advisors to the Issuer for the purpose of evaluating the Issuer’s finances and operations and participating in the planning process with respect to the Transactions, (b) reasonably timely updates regarding the Transactions, including any material developments and the amount of tenders submitted pursuant to the Exchange Offer and Tender Offer and subscriptions received pursuant to the Subscription Offer, (c) reasonably timely updates regarding the status of obtaining any necessary or desirable authorizations (including any consents) from any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body, if any, and (d) any other information related to the Transactions reasonably requested by Davis Polk; provided, however, that none of the foregoing shall be construed to create any obligation on any of the Issuer’s professional advisors to take or refrain from taking any action or to participate in any communications or provide any information, absent an express contractual requirement to do so under their respective engagement agreements with the Issuer; provided, further, that, to the extent requested by the Issuer, any information provided to any Supporting Noteholder pursuant to this paragraph shall be subject to a confidentiality agreement that is mutually acceptable to the Issuer and such Supporting Noteholder;

(xi)inform Davis Polk as soon as reasonably practicable after becoming aware of the following: (i) the occurrence, or failure to occur, of any event, development, occurrence, circumstance, effect, condition, result, state of facts, or change of which the Issuer has actual knowledge, the occurrence or failure of which would be reasonably likely to permit any party to terminate, or would result in the termination of, this Agreement, (ii) receipt of any written notice from any third party alleging that the consent of such party is required in connection with the Transactions, (iii) receipt of any written notice from any governmental or regulatory body regarding any approval necessary to consummate the Transactions, (iv) any notice of any commencement of any proceeding commenced, or to the actual knowledge of the Issuer, threatened in writing against the Issuer in respect of the Transactions, (v) a material breach of this Agreement by any Party (including a breach by the Issuer), (vi) any representation or statement made by the Issuer under this Agreement that is proven to have been known to the Issuer to have been incorrect in any material respect when made, and (vii) the happening or existence of any event, development, occurrence, circumstance, effect, condition, result, state of facts, or change that shall have made any of the conditions precedent set forth in Section 11 herein incapable of being satisfied prior to the Outside Date;

(xii)if the Issuer has actual knowledge of a material breach by the Issuer of its obligations, undertakings, representations, warranties, or covenants set forth in this Agreement or any other Definitive Documents, furnish prompt written notice to the other parties hereto;

(xiii)disclose the Issuer’s entry into this Agreement by publicly filing a Form 8-K or any periodic report required or permitted to be filed by the Issuer under the Securities Exchange Act of 1934, as amended, with the United States Securities and Exchange Commission (the “SEC”) or, if the SEC’s EDGAR filing system is not available, on a press release that results in prompt public dissemination of such information, in either case, on or before the second Business Day following the Agreement Effective Date; provided, that no information relating to the names or identities of any Supporting Noteholders, or their individual holdings of Existing Notes or their Backstop Percentage, shall be included (but the aggregate of such holdings may be disclosed);

(xiv)upon the termination of this Agreement with respect to any Supporting Noteholder, notwithstanding any withdrawal deadline established with respect to any Exchange Offer, permit such Supporting Noteholder to withdraw any Existing Notes tendered in connection with the Exchange Offer and the Tender Offer and revoke any Consents provided in connection therewith;

(xv)use reasonable best efforts to satisfy any conditions under each of the Definitive Documents; and

(xvi)promptly pay when due all the reasonable and documented and invoiced fees, costs, and out-of-pocket expenses of Davis Polk in accordance with that certain fee letter, dated September 16, 2025, by and between Davis Polk and the Issuer (the “Davis Polk Fee Letter”).

(b)During the term of this Agreement, except as permitted by this Agreement, the Issuer hereby undertakes not to, directly or indirectly:

(i)object to, delay, impede, or take any other action that is likely to or the intended purpose of which is to interfere or that would be inconsistent with the acceptance, implementation, or consummation of the Transactions;

(ii)take any action that is inconsistent in any material respect with, or is intended to or reasonably likely to frustrate, delay, or impede approval, implementation, and consummation of the Transactions or the Definitive Documents;

(iii)(i) execute or file any agreement, instrument, form, or other document that is utilized to implement or effectuate, or that otherwise relates to, this Agreement and/or the Transactions that, in whole or in part, is not consistent in all material respects with this Agreement, including the Offering Memorandum, or (ii) waive, amend, or modify any of the Definitive Documents, which waiver, amendment, modification, or filing contains any provision that is not consistent in all material respects with this Agreement;

(iv)consummate the Transactions unless each of the conditions to the consummation of the Transactions set forth in this Agreement or any other Definitive Document has been satisfied (or waived by the applicable persons in accordance with Section 11 or the applicable terms of the Definitive Documents);

(v)take any action that would reasonably be expected to materially and adversely impact the tax treatments and positions described in Section 9(m); provided that nothing in the foregoing shall prevent or impede the Issuer from taking any action (A) that is consistent in all material respects with the terms set forth in this Agreement, the Offering Memorandum and the other Definitive Documents or otherwise to consummate the Transactions, (B) taken at the written request of the Supporting Noteholders (which may include email from counsel), (C) that extends or waives any statute of limitations with respect to taxes or (D) required by applicable law, GAAP (or other applicable accounting or financial reporting standard) or following a “determination” as defined under Section 1313(a) of the Code;

(vi)except in accordance with the Transactions or in the ordinary course of business, sell or otherwise transfer any assets (including, without limitation, any intellectual property) in a transaction or a series of transactions having a fair market value of $5 million or greater without the prior written consent of the Required Supporting Noteholders (which consent may be given via email between counsel to the Parties); or

(vii)except in accordance with the Transactions or in the ordinary course of business and consistent with past practice, incur any indebtedness or guarantee any indebtedness of another entity involving amounts greater than $5 million in principal amount in the aggregate across all such transactions without the prior written consent of the Required Supporting Noteholders (which consent may be given via email between counsel to the Parties).

For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, the Issuer shall not be subject to its obligations under the documents governing the New Notes, including the indentures and the notes, and all guarantee agreements, pledge and collateral documents, intercreditor agreements and other security documents related to the New Notes until the Settlement Date occurs.

4.Definitive Documents

The documents, instruments, deeds, notifications, agreements, and filings related to the documentation, implementation, and/or consummation of the Transactions, including (a) the Offering Memorandum, (b) the documents governing the New Notes including the related indentures and notes, (c) all guarantee agreements, pledge and collateral documents, intercreditor agreements and other security documents related to the New Notes, (d) the New ABL Credit Agreement (as defined in the Offering Memorandum) or any amendment to the Existing ABL Credit Agreement (as defined in the Offering Memorandum), as applicable, and the documents related thereto, (e) Current Reports on Form 8-K related to the Transactions and (f) such other definitive documentation as is necessary to or desirable to consummate the Transactions (collectively, the “Definitive Documents”) not executed or in a form attached to the Offering Memorandum or this Agreement as of the Agreement Effective Date remain subject to good faith negotiation and completion. Each of the Definitive Documents not executed or in a form attached to this Agreement as of the Agreement Effective Date shall be negotiated in good faith by the applicable parties thereto and, upon completion or execution, shall be consistent with this Agreement, including the Offering Memorandum, as it may be modified, amended, or supplemented in accordance with Section 20 and, in form and substance, including with respect to any modification, amendment, or supplement thereto, reasonably acceptable to the Issuer and the Required Supporting Noteholders; provided that, notwithstanding any provision of this Agreement to the contrary, the Issuer shall be permitted to extend the Early Tender Date, Withdrawal Deadline, Funding Deadline, Backstop Funding Deadline and/or the Expiration Date (each as defined in the Offering Memorandum) in its sole discretion, subject to compliance with the terms of the Offering Memorandum and applicable law, and subject to the limitation that none of the Early Tender Date, Withdrawal Deadline, Funding Deadline, Backstop Funding Deadline, Expiration Date or Settlement Date shall occur after the Outside Date (as defined herein). For the avoidance of doubt, no extension of any such date or deadline by the Issuer shall or shall be construed to extend the Outside Date, and any extension of the Outside Date shall be subject to the terms and conditions of Section 10(a)(vi).

5.Lock-Up Period

(a)During the period (the “Lock-Up Period”) commencing on the date of this Agreement and ending on the earlier of (i) the Settlement Date and (ii) the date on which this Agreement is terminated as set forth in Section 10 hereof, each Supporting Noteholder hereby undertakes to the Issuer that it will not at any time during the Lock-Up Period, (i) sell, pledge, encumber or otherwise transfer or dispose of any Existing Notes (except pursuant to the terms of the Transactions) outstanding on the date of this Agreement or acquired thereafter to any other person or (ii) acquire any additional Existing Notes. Any transfer in violation of this Section 5 shall be null and void ab initio and of no force or effect.

6.Supporting Noteholder Representations and Warranties

Each Supporting Noteholder hereby represents and warrants, on a several, and not joint, basis, to the Issuer that as of the Agreement Effective Date (or the date of the delivery of its Joinder pursuant to Section 31, as applicable):

(a)it is the beneficial owner of the principal amount of Existing Notes or is the nominee, investment manager, or advisor for beneficial holders of the Existing Notes reflected on such Supporting Noteholder’s signature page to this Agreement;

(b)it has the full right, power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement;

(c)this Agreement has been duly authorized, executed and delivered by the Supporting Noteholder and constitutes a valid and legally binding agreement of such Supporting Noteholder, enforceable in accordance with its terms; except that such enforcement may be subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”);

(d)the execution, delivery and performance of this Agreement will not violate or conflict with any applicable law or any rule, regulation, judgment, decision, ruling, order, writ, award or decree of any court or governmental body or agency having jurisdiction over such Supporting Noteholder, or any material contract to which such Supporting Noteholder is a party;

(e)no insolvency or bankruptcy proceedings have been instituted against the Supporting Noteholder and, to the best of the Supporting Noteholder’s knowledge, no circumstances exist that might give rise to insolvency or bankruptcy proceedings against it;

(f)it has had sufficient opportunity to review the Offering Memorandum, including the appendices thereto;

(g)other than this Agreement, it is not a party to any contract or agreement with respect to the Offers and Consent Solicitation, or any other acquisition, repurchase or exchange of the Existing Notes;

(h)the aggregate principal amount of Existing Notes included on the signature page for such Supporting Noteholder constitutes all of the Existing Notes owned by such Supporting Noteholder, and such Supporting Noteholder owns such Existing Notes free and clear of any liens, charges, claims, encumbrances, participations, security interests or similar restrictions that could adversely affect the ability of such Supporting Noteholder to perform its obligations hereunder, and, upon the consummation of the Exchange Offer and the Tender Offer, the Issuer will acquire good and unencumbered title to such Existing Notes; and

(i)it (i) is a sophisticated institutional accredited investor with extensive expertise and experience in financial and business matters and in evaluating private companies and purchasing and selling their securities; (ii) has conducted and relied upon its own due diligence investigation of the Issuer and its own in-depth analysis of the merits and risks of the Offers in making its investment decision and has not relied upon any information provided by Moelis & Company LLC (the “Dealer Manager”) or any investigation of the Issuer conducted by the Dealer Manager; and (iii) agrees that the Dealer Manager shall have no liability to the purchaser in connection with its participation in the Offers.

7.Issuer’s Representations and Warranties

The Issuer hereby represents and warrants to each Supporting Noteholder that:

(a)it has the full right, power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement;

(b)this Agreement constitutes a valid and legally binding agreement of the Issuer enforceable in accordance with its terms, subject to the Enforceability Exceptions;

(c)no insolvency or bankruptcy proceedings have been instituted against the Issuer or any guarantors of the Existing Notes and, to the best of the Issuer’s knowledge, no circumstances exist that might give rise to insolvency or bankruptcy proceedings against the Issuer or any guarantors of the Existing Notes;

(d)it is not a party to any contract or agreement with any other person with respect to the Offers and Consent Solicitation, or any other acquisition, repurchase or exchange of the Existing Notes, other than the Supporting Noteholders, the Dealer Manager, the exchange and information agent, and the Escrow Agent for the Offers and Consent Solicitation as set forth in the Offering Memorandum and the trustees and collateral agents for the Existing Notes and the New Notes;

(e)each of the Issuer and the subsidiaries of the Issuer that are named as guarantors in the indentures governing the New Notes (the “Guarantors”) has all requisite power and authority to execute, deliver and perform its respective obligations under the New Notes, the indenture governing the First Lien Notes (the “First Lien Notes Indenture”), the indenture governing the Exchange Notes (the “Exchange Notes Indenture”), the Security Documents (as defined in the First Lien Notes Indenture, the “First Lien Security Documents”), the Security Documents (as defined in the Exchange Notes Indenture, the “Exchange Notes Security Documents”) and this Agreement and issue the New Notes and the applicable guarantees thereof;

(f)the execution, delivery and performance of the First Lien Notes Indenture (including the guarantees thereunder) has been (or as of the Settlement Date will be) duly and validly authorized by the Issuer and each of the Guarantors and, as of the Settlement Date, will have been duly executed and delivered by the Issuer and each of the Guarantors party thereto and, assuming the due authorization, execution and delivery of the First Lien Notes Indenture by the trustee named therein (the “First Lien Trustee”) and the notes collateral agent named therein (the “First Lien Collateral Agent”), will constitute valid and legally binding obligations of the Issuer and each of the Guarantors, enforceable against the Issuer and each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions. The execution, delivery and performance of the Exchange Notes Indenture (including the guarantees thereunder) has been (or as of the Settlement Date will be) duly and validly authorized by the Issuer and each of the Guarantors and, as of the Settlement Date, will have been duly executed and delivered by the Issuer and each of the Guarantors party thereto and, assuming the due authorization, execution and delivery of the Exchange Notes Indenture by the trustee named therein (the “Exchange Notes Trustee”) and the notes collateral agent named therein (the “Exchange Notes Collateral Agent”), will constitute valid and legally binding obligations of the Issuer and each of the Guarantors, enforceable against the Issuer and each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions;

(g)the execution, delivery, performance and issuance of the First Lien Notes have been (or as of the Settlement Date will be) duly and validly authorized by the Issuer and, as of the Settlement Date, will have been duly executed and delivered by the Issuer and, when issued in accordance with the terms hereof (and assuming due authorization, execution and delivery of the First Lien Notes Indenture by the First Lien Trustee and First Lien Collateral Agent and due authentication and delivery of the First Lien Notes by the First Lien Trustee in accordance with the First Lien Indenture), will constitute valid and legally binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of and be in the form contemplated by the First Lien Indenture. The execution, delivery, performance and issuance of the Exchange Notes have been (or as of the Settlement Date will be) duly and validly authorized by the Issuer and, as of the Settlement Date, will have been duly executed and delivered by the Issuer and, when issued in accordance with the terms hereof (and assuming due authorization, execution and delivery of the Exchange Notes Indenture by the Exchange Notes Trustee and Exchange Notes Collateral Agent and due authentication and delivery of the Exchange Notes by the Exchange Notes Trustee in accordance with the Exchange Notes Indenture), will constitute valid and legally binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of and be in the form contemplated by the Exchange Notes Indenture; and

(h)the execution, delivery and performance of each of the First Lien Security Documents have been duly and validly authorized, executed and delivered by the Issuer and Guarantors party thereto and, assuming the due authorization, execution and delivery of each First Lien Security Documents by each other party thereto (other than the Issuer and Guarantors), will constitute a valid and legally binding obligation of the Issuer and each of such Guarantor, enforceable against the Issuer each of such Guarantor in accordance with its terms, subject to the Enforceability Exceptions. The provisions of the First Lien Security Documents create legal and valid Liens (as defined in the First Lien Indenture) on all the Collateral (as defined in the First Lien Indenture) in favor of the First Lien Collateral Agent, for the benefit of the holders of the First Lien Notes, the First Lien Trustee and the First Lien Collateral Agent, and so long as such filings and other actions required to be taken hereby, by the First Lien Indenture or by the applicable First Lien Security Documents, have been taken, such Liens constitute perfected and continuing Liens on the Collateral (as defined in the First Lien Indenture) (to the extent that a Lien thereon can be perfected by the foregoing actions), with the priorities contemplated by the 1L /2L Intercreditor Agreement (as defined in the First Lien Indenture), securing the obligations in respect of the First Lien Indenture, First Lien Notes and the guarantees thereof, enforceable against the Issuer and the Guarantors party thereto, except as may be limited by the effect of rules of law governing the availability of equitable remedies and subject to the Enforceability Exceptions. The execution, delivery and performance of each of the Exchange Notes Security Documents have been duly and validly authorized, executed and delivered by the Issuer and Guarantors party thereto and, assuming the due authorization, execution and delivery of each Exchange Notes Security Documents by each other party thereto (other than the Issuer and Guarantors), will constitute a valid and legally binding obligation of the Issuer and each of such Guarantor, enforceable against the Issuer each of such Guarantor in accordance with its terms, subject to the Enforceability Exceptions. The provisions of the Exchange Notes Security Documents create legal and valid Liens (as defined in the Exchange Notes Indenture) on all the Collateral (as defined in the Exchange Notes Indenture) in favor of the First Lien Collateral Agent, for the benefit of the holders of the Exchange Notes, the Exchange Notes Trustee and the Exchange Notes Collateral Agent, and so long as such filings and other actions required to be taken hereby, by the Exchange Notes Indenture or by the applicable Exchange Notes Security Documents, have been taken, such Liens constitute perfected and continuing Liens on the Collateral (as defined in the Exchange Notes Indenture) (to the extent that a Lien thereon can be perfected by the foregoing actions), with the priorities contemplated by the 1L /2L Intercreditor Agreement, securing the obligations in respect of the Exchange Notes Indenture, Exchange Notes and the guarantees thereof, enforceable against the Issuer and the Guarantors party thereto, except as may be limited by the effect of rules of law governing the availability of equitable remedies and subject to the Enforceability Exceptions.

8.Supporting Noteholder Agreements

Each Supporting Noteholder acknowledges and agrees that (i)(x) it is a “qualified institutional buyer,” or QIB, as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or, (y) for a holder located outside the United States, a “non-U.S. person” as defined in Regulation S under the Securities Act, (ii) it is acquiring the New Notes to be issued to it pursuant to the Offers and Consent Solicitation for its own account, for investment, and not with a view to or for sale in connection with any distribution thereof in violation of the registration provisions of the Securities Act or the rules and regulations promulgated thereunder, (iii) it is aware that an investment in the New Notes involves economic risk and that it may lose its entire investment in the New Notes, (iv) the New Notes will be “restricted securities” under the federal securities laws, will not be registered under the Securities Act or any state securities or “blue sky” laws and may not be sold except pursuant to an effective registration statement thereunder or an exemption from registration under the Securities Act and applicable state securities laws and (v) it has adequate information concerning the business and affairs of the Issuer to make an informed decision regarding its participation in the Offers and has independently and without reliance upon the Issuer and based upon such information such Supporting Noteholder has deemed appropriate, made its own analysis and decision to enter into this Agreement.

9.Backstop Obligation

(a)The Issuer shall deliver, or shall cause to be delivered on behalf of the Issuer no later than the third Business Day (as defined below) prior to the Backstop Funding Deadline a written notice to each Supporting Noteholder (the “Funding Notice” and the date of such delivery, the “Funding Notice Date”) setting forth (a) the aggregate principal amount of First Lien Notes elected to be purchased by Noteholders, (b) the calculation of such Supporting Noteholder’s Backstop Commitment First Lien Notes and the aggregate purchase price therefor (the “Backstop Purchase Price”), (c) the Backstop Funding Deadline (as defined below) and (d) the details of the escrow account (the “Escrow Account”), including wiring information therefor, to which the Supporting Noteholders shall deliver and pay the Backstop Purchase Price.

(b)On the Expiration Date (the “Backstop Funding Deadline”), each Supporting Noteholder shall (i) deliver and pay its respective Backstop Purchase Price by wire transfer of immediately available funds in U.S. dollars into the Escrow Account and (ii) provide to the Issuer its wiring information for payment of the Backstop Premium (as defined below).

(c)The Issuer shall instruct the Escrow Agent (as defined in the Offering Memorandum) to make disbursements from the Escrow Account only upon the consummation of the Offers.

(d)On the Settlement Date, subject to the terms and conditions hereof, on the Settlement Date, the Issuer shall issue and deliver to each Supporting Noteholder via Deposit/Withdrawal at Custodian (“DWAC”) through the book-entry facilities of The Depository Trust Company (“DTC”), such Supporting Noteholder’s Backstop Commitment First Lien Notes, free and clear of any liens, in accordance with the instructions provided to the Company pursuant to Section 9(j).

(e)Each party to this Agreement acknowledges and agrees that to the extent that any Backstop Commitment First Lien Notes have not been settled or delivered on the Settlement Date due to any mechanical or administrative delay (including with respect to any actions to be taken involving DTC or any DTC participant or the First Lien Trustee), then the Issuer and the applicable Supporting Noteholder(s) shall use their reasonable best efforts to settle such issuance as promptly as practicable thereafter; provided that, for the avoidance of doubt, irrespective of any such mechanical or administrative delay, (i) the issuance of the Backstop Commitment First Lien Notes shall be deemed to have occurred on the Settlement Date and (ii) the Backstop Commitment First Lien Notes shall accrue interest from (and including) the Settlement Date in accordance with the First Lien Indenture.

(f)If this Agreement is terminated or the Settlement Date otherwise does not occur, all amounts actually deposited by the Supporting Noteholders in the Escrow Account, with interest earned, if any, shall be returned to such Supporting Noteholders no later than two Business Days following such termination of this Agreement.

(g)In consideration for the Supporting Noteholders’ commitment to subscribe for and purchase Unsubscribed First Lien Notes, on the Settlement Date, the Issuer shall pay or cause to be paid a nonrefundable aggregate premium in cash in U.S. dollars in an amount equal to 3.0% of the total aggregate principal amount of First Lien Notes issued in connection with the Subscription Offer to the Supporting Noteholders (other than any Defaulting Supporting Noteholders (as defined below)) based upon their respective Backstop Percentage at the time such payment is made (the “Backstop Premium”). For the avoidance of doubt, to the extent payable in accordance with the terms of this Agreement, the Backstop Premium will be payable regardless of the amount of Unsubscribed First Lien Notes actually purchased. The Backstop Premium shall only become due in the event that the Offers and Consent Solicitation are consummated upon the terms described in the Offering Memorandum. The Issuer may, with the consent of the applicable Supporting Noteholder (which consent may be given via email between counsel to the Parties), elect to deduct the amount owed to such Supporting Noteholder in respect of its Backstop Premium from the Backstop Purchase Price in lieu of separately funding the Backstop Premium. Any such election will be reflected in the Funding Notice; provided that, to the extent any Supporting Noteholder does not provide such consent, such Supporting Noteholder will provide to the Company (2) Business Days prior to the Settlement Date its wire instructions for the payment of its portion of the Backstop Premium.

(h)On or before the date that is two (2) Business Days prior to the Funding Notice Date (the “Designation Deadline”), any Supporting Noteholder may assign all or a portion of its Backstop Commitment Percentage hereunder to (i) any (A) affiliate of such Supporting Noteholder or (B) investment fund, account, vehicle or other entity that is administered, managed, or advised by such Supporting Noteholder, its affiliates or any entity or affiliate of such entity that administers, advises, or manages such Supporting Noteholder (as set forth in this clause (i), collectively, such Supporting Noteholder’s “Related Funds”) or (ii) any other Supporting Noteholder that is a party to this Agreement as of the Agreement Effective Date (any such assignment permitted by clauses (i) through (ii), a “Permitted Backstop Assignment”), in each case, pursuant to documentation reasonably acceptable to the Issuer (such consent not to be unreasonably withheld, conditioned, or delayed); provided that the Supporting Noteholder’s rights and obligations under this Section 9 and the Backstop Commitment Percentages hereunder shall not otherwise be assignable by the Supporting Noteholders without the prior written consent of the Issuer (such consent not to be unreasonably withheld, conditioned, or delayed); provided, further, that the assigning Supporting Noteholder shall provide written notice of any Permitted Backstop Assignment to the Issuer promptly following such Permitted Backstop Assignment (and, in any event, by the earlier to occur of (x) three Business Days following such Permitted Backstop Assignment and (y) the Designation Deadline); provided, further, that prior to the Designation Deadline, the Supporting Noteholders shall amend the Backstop Commitment Schedule to reflect any such assignments permitted under this Section 9.

(i)Each Supporting Noteholder shall have the right to designate by written notice to the Issuer and Davis Polk no later than the Designation Deadline that some or all of the First Lien Notes that it is obligated to purchase on account of its Backstop Commitment Percentage be issued in the name of, and delivered to, a Related Fund of such Supporting Noteholder on the Settlement Date (in each case, it being understood that payment by either the Related Fund or the Supporting Noteholder shall satisfy the applicable payment obligations of the Supporting Noteholder).

(j)No later than the Designation Deadline, each Supporting Noteholder shall have provided Davis Polk, Issuer and Kirkland & Ellis with the information concerning such Supporting Noteholder that is necessary for the (i) final version of the Backstop Commitment Schedule and (ii) final version of the “DWAC Closing Exhibit” in the form attached hereto as Exhibit C, in each case, reflecting any assignments or designations pursuant to the terms of Sections 9(h) and 9(i) above and containing any additional information reasonably requested by the Issuer, Kirkland & Ellis or the trustees for the New Notes.

(k)Any Related Fund of a Supporting Noteholder may satisfy the obligations of such Supporting Noteholder to fund the purchase of First Lien Notes (in whole or in part) on account of such Supporting Noteholder’s Backstop Commitment Percentage.

(l)In the event that any Supporting Noteholder (any such Supporting Noteholder, a “Defaulting Supporting Noteholder” and any such failure, a “Supporting Noteholder Default”) fails to deliver and pay the Backstop Purchase Price for such Supporting Noteholder’s Backstop Commitment First Lien Notes by the Backstop Funding Deadline, the Supporting Noteholders (other than any Defaulting Supporting Noteholder) shall have the right and opportunity (but not the obligation), within one Business Day after receipt of written notice from the Issuer to all Supporting Noteholders of such Supporting Noteholder Default, which notice shall be given promptly following the occurrence of the Supporting Noteholder Default and to all Supporting Noteholders substantially concurrently, to make arrangements for one or more of the Supporting Noteholders to purchase all or any portion of such Defaulting Supporting Noteholder’s Backstop Commitment First Lien Notes (a “Defaulting Supporting Noteholder Replacement”) on the terms and subject to the conditions set forth in this Agreement and in such amounts as may be agreed upon by all of the Supporting Noteholders electing to purchase all or any portion of such Backstop Commitment First Lien Notes (such Supporting Noteholders, the “Replacing Supporting Noteholders”) or, if no such agreement is reached by the Replacing Supporting Noteholders, shall be based upon the relative applicable Backstop Percentages of the Replacing Supporting Noteholders (other than any Defaulting Supporting Noteholder). If a Supporting Noteholder Default occurs, the Settlement Date shall be delayed only to the extent necessary to allow for the Defaulting Supporting Noteholder Replacement to be completed. In the event of a Defaulting Supporting Noteholder Replacement, the Backstop Premium allocable to any such Defaulting Supporting Noteholder shall be reallocated to the Replacing Supporting Noteholders in accordance with the percentage of such Defaulting Supporting Noteholder’s Backstop Commitment First Lien Notes purchased by each Replacing Supporting Noteholder. Notwithstanding anything in this Agreement to the contrary, if a Supporting Noteholder is a Defaulting Supporting Noteholder, it shall not be entitled to any of the Backstop Premium applicable to such Defaulting Supporting Noteholder or indemnification provided, or to be provided, under or in connection with this Agreement.

(m)The Issuer and the Supporting Noteholders agree to treat, for U.S. federal, and applicable state and local, income tax purposes, (i) the Backstop Premium as “put” premium, (ii) each of the exchange of any Existing Notes for the Exchange Consideration in the Exchange Offer, the tendering of any Existing Notes for the Tender Consideration (as defined in the Offering Memorandum) in the Tender Offer and/or the acquiring of First Lien Notes for cash in the Subscription Offer as separate transactions, and (iii) the exchange of Existing Notes for the Exchange Notes and Exchange Consideration pursuant to the Exchange Offer as not constituting a “significant modification” of the Existing Notes within the meaning of the applicable Treasury Regulations. The Issuer and Supporting Noteholders agree that five (5) percent or more of all First Lien Notes offered pursuant to the Subscription Offer shall be considered a “substantial amount” (within the meaning of Treasury Regulations Section 1.1273-2(a)(1)). The Issuer and the Supporting Noteholders shall file all tax returns (if applicable) consistent with, and take no position inconsistent with, the foregoing tax treatment (whether in any audit, tax return or otherwise), unless required to do so pursuant to a change in law following the Agreement Effective Date or a “determination” as defined under Section 1313(a) of the Code. Any capitalized terms used in this Section 9(m) but not otherwise defined herein shall have the meanings ascribed to such terms in the Offering Memorandum.

10.Termination

(a)Automatic Termination. This Agreement will automatically terminate upon the earliest to occur of:

(i)the termination by the Issuer of the Offers and Consent Solicitation;

(ii)the consummation of the Transactions;

(iii)the Issuer (i) voluntarily commences any case or files any petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization, or other relief under any federal, state, or foreign bankruptcy, insolvency, administrative receivership, or similar law now or hereafter in effect, (ii) consents to the institution of, or fails to contest in a timely and appropriate manner, any involuntary proceeding or petition described in the immediately preceding clause (i), (iii) applies for or consents to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator, or similar official with respect to the Issuer or for a substantial part of the Issuer’s assets, or (iv) makes a general assignment or arrangement for the benefit of creditors;

(iv)the entry of an order, judgment, or decree adjudicating the Issuer bankrupt or insolvent, including the entry of any order for relief with respect to the Issuer under the United States Bankruptcy Code;

(v)the Issuer takes any binding corporate action in furtherance of any action described in the foregoing clauses (iii) or (iv); or

(vi)December 30, 2025 (the “Outside Date”); provided that such date may be extended by mutual written consent of the Issuer and the Required Supporting Noteholders (which consent may be given via email between counsel to the Parties), but such date may not be extended beyond January 30, 2026 without prior written consent of each Party (which consent may be given via email between counsel to the Parties).

(b)Mutual Termination. This Agreement, and the obligations of all Parties hereunder, may be terminated by mutual written consent of the Issuer and the Required Supporting Noteholders (which consent may be given via email between counsel to the Parties).

(c)Issuer Termination Events. This Agreement may be terminated as to all Parties by the Issuer by delivery to Davis Polk of a written notice in accordance with Section 24, stating in reasonable detail the basis for termination, upon the occurrence of a Supporting Noteholder Default and the failure of the Supporting Noteholders (other than any Defaulting Supporting Noteholders) to complete a Defaulting Supporting Noteholder Replacement.

(d)Supporting Noteholder Termination Events. This Agreement may be terminated as to all Parties by the Required Supporting Noteholders by delivery to the Issuer and Kirkland & Ellis of a written notice in accordance with Section 24 upon the occurrence of the following events:

(i)The Issuer breaches in any material respect any of the undertakings, representations, warranties, covenants or obligations of the Issuer set forth in this Agreement that, to the extent curable, remains uncured for ten calendar days after the Required Supporting Noteholders, or their counsel, transmit a written notice in accordance with Section 24 detailing any such breach;

(ii)the issuance by any U.S. or non-U.S. federal, state, municipal, or other government, or other department, commission, board, bureau, agency, public authority, or instrumentality thereof, any other U.S. or non-U.S. court or arbitrator, or any self-regulatory organization (including the New York Stock Exchange), including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling, judgment, decision, determination, or order that (i) enjoins the consummation of a material portion of the Transactions or renders the Transactions illegal or impossible and (ii) remains in effect for ten Business Days; provided, that this termination right shall not apply to or be exercised by the Required Supporting Noteholders or any individual Supporting Noteholder if such Party sought or requested such ruling, judgment, decision, determination, or order in contravention of any obligation or restriction set out in this Agreement;

(iii)the Issuer or any of its subsidiaries publicly announces, or announces to any Supporting Noteholder, any other holder of Existing Notes or Davis Polk, its intention not to pursue or support the Transactions;

(iv)any Definitive Document does not comply with the Required Supporting Noteholders’ consent rights set forth in Section 4 of this Agreement;

(v)the occurrence of a “Default” or an “Event Default” under the indenture governing the Existing Notes; or

(vi)the Issuer terminates the Davis Polk Fee Letter or fails to promptly pay when due all the reasonable and documented and invoiced fees, costs, and out-of-pocket expenses of Davis Polk in accordance with the Davis Polk Fee Letter.

(e)Effect of Termination. Upon the termination of this Agreement as to a Party, this Agreement shall be of no further force and effect as to such Party and each Party subject to such termination shall be released from its commitments, undertakings, and agreements under or related to this Agreement and shall have the rights and remedies that it would have had had it not entered into this Agreement and shall be entitled to take all actions, whether with respect to the Transactions or otherwise, that it would have been entitled to take had it not entered into this Agreement; provided, however, that in no event shall any such termination relieve any Party from (a) liability for its breach or non-performance of its obligations under this Agreement prior to such termination or (b) obligations under this Agreement which by their terms expressly survive termination of this Agreement. Upon the termination of this Agreement as to a Party prior to the Settlement Date, any and all Consents tendered by the Parties subject to such termination with respect to the Transactions, in each case before such termination, shall be deemed, for all purposes, to be null and void from the first instance and shall not be considered or otherwise used in any manner by the Parties in connection with the Transactions, this Agreement, or otherwise (without the need to seek an order of a court of competent jurisdiction or consent from the Issuer or any other applicable Party allowing such change). Nothing in this Agreement shall be construed as prohibiting the Issuer or any of the Supporting Noteholders from contesting whether any such termination is in accordance with the terms of this Agreement or from seeking enforcement of any rights under this Agreement that arose or existed before such termination. Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict (a) any right of the Issuer or the ability of the Issuer to protect and reserve its rights (including rights under this Agreement), remedies, and interests, including its claims against any Supporting Noteholder, and (b) any right of any Supporting Noteholder, or the ability of any Supporting Noteholder, to protect and preserve its rights (including rights under this Agreement), remedies, and interests, including its claims against the Issuer or any Supporting Noteholder.

11.Conditions Precedent to Settlement Date.

The occurrence of the Settlement Date shall be subject to the satisfaction of the following conditions unless waived by each of the Issuer and the Required Supporting Noteholders:

(a)this Agreement shall remain in full force and effect;

(b)a minimum of 98% of the outstanding aggregate principal amount of Existing Notes shall have been validly tendered (and not validly withdrawn) as of the Settlement Date (the “TSA Minimum Participation Condition”) and accepted by the Issuer for exchange or purchase, as applicable, in the Exchange Offer and/or Tender Offer; provided that the TSA Minimum Participation Condition may only be amended, modified, altered, supplemented or waived, in whole or in part, with the written consent of the Required Supporting Noteholders (which consent may be given via email between counsel to the Parties);

(c)each of the applicable Definitive Documents shall be in agreed form in accordance with Section 4;

(d)all conditions precedent (other than, for the avoidance of doubt, closing itself and other conditions that by their nature will be satisfied upon closing itself) to effectiveness or adoption of the Definitive Documents have been satisfied or waived;

(e)the Issuer shall have paid or substantially simultaneously shall pay all the reasonable and documented and invoiced fees, costs, and out-of-pocket expenses of Davis Polk;

(f)the indentures governing the New Notes shall have been duly executed and delivered by a duly authorized officer of the Issuer and each guarantor and the trustee and collateral agent thereunder, and the New Notes shall have been duly executed and delivered by a duly authorized officer of the Issuer and duly authenticated by the trustee thereunder;

(g)all documents and instruments necessary to establish that the applicable collateral agent for the New Notes will have a perfected security interest (subject to the post-closing obligations set forth in Section 4.20 of the indentures governing the New Notes) in the collateral (as set forth in the Offering Memorandum), and each intercreditor agreement, shall have been executed, delivered and/or filed, as applicable;

(h)the supplemental indenture implementing the Proposed Amendments shall have been duly executed and delivered by a duly authorized officer of the Issuer and each guarantor and the trustee and collateral agent thereunder and shall become operative (as described in the Offering Memorandum) substantially concurrently with the occurrence of the Settlement Date;

(i)the Issuer, the executive party thereto and the Supporting Noteholders shall have entered into the Transaction Letter Agreement, substantially in the form attached hereto as Exhibit D;

(j)the Company shall have entered into (or, substantially concurrently with the Settlement Date, shall enter into) the New ABL Credit Agreement, or the requisite holders under the Existing ABL Credit Agreement shall have consented to the Offers;

(k)the representations and warranties of the Issuer set forth in Sections 7(e), 7(f), 7(g) and 7(h) shall be true and correct in all material respects as of the Settlement Date, except in the case of any representation or warranty which expressly relates to a given date or period, in which case such representation or warranty shall be true and correct in all material respects as of the respective date or respective period, as the case may be; and

(l)the Supporting Noteholders shall have received (I) a certificate with respect to each of the Issuer and the Guarantors and signed by an executive officer of each of the Issuer and the Guarantors, dated the Settlement Date, (A) with appropriate insertions and attaching (i) a copy of the resolutions of the applicable governing body of each of the Issuer and the Guarantors (or a duly authorized committee thereof) authorizing the execution, delivery, and performance of the Definitive Documents (and any agreements relating thereto) to which it is a party and the Transactions, (ii) the applicable organizational documents of each of the Issuer and the Guarantors and (iii) a certification as to the incumbency of the authorized officers of each of the Issuer and the Guarantors executing the Definitive Documents to which it is a party and (B) certifying as to the matters described in condition (d) and (k) above and (II) a certificate as to the good standing of the Issuer and each Guarantor as of a recent date, from such Secretary of State (or other applicable governmental authority) of its jurisdiction of organization.

12.Publication

Each Supporting Noteholder hereby consents to the disclosure by the Issuer of the aggregate percentage or aggregate principal amount of Existing Notes held by all Supporting Noteholders under this Agreement in the Offering Memorandum (and any amendment or supplement thereto) and in any public announcements relating to the Offers or Consent Solicitation. The Issuer shall not disclose any Supporting Noteholder’s identity (or use the name of any Supporting Noteholder in any press release) or any individual or specific holdings of Existing Notes of any Supporting Noteholder in connection with the Offers or Consent Solicitation or Transactions unless consented to in writing by such Supporting Noteholder.

13.Waiver of Rights of Claims

No Party shall be deemed to have waived any right or claim under this Agreement or concerning a breach of the Agreement by any other Party, unless the waiver is communicated in writing by the Party waiving such right or claim.

14.Assignments

Except for transfers in compliance with Section 9, no Party may assign any of its respective rights or transfer any of its respective obligations under this Agreement without the prior written consent of the affected Supporting Noteholder and the Issuer.

15.Mutual Release

Subject to the occurrence of, and effective from and after, the Settlement Date, in exchange for the cooperation with, participation in, and entering into the Transactions by the Supporting Noteholders and by the Issuer and its subsidiaries, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the undersigned, it is hereby agreed that (x) the Issuer, on behalf of itself, each of its subsidiaries, and its and their Related Parties, hereby conclusively, absolutely, unconditionally, irrevocably and forever releases and discharges, to the fullest extent permitted by law, each of the Supporting Noteholders and their respective Related Parties (the “Noteholder Released Parties”) and (y) each Supporting Noteholder, each on its behalf and on behalf of its Related Parties, hereby conclusively, absolutely, unconditionally, irrevocably and forever releases and discharges, to the fullest extent permitted by law, the Issuer, its subsidiaries and their respective Related Parties (collectively, the “Issuer Released Parties”) from any and all causes of action, claims, debts, obligations, duties, rights, suits, damages, actions, derivative claims, remedies, and liabilities whatsoever, whether known or unknown, liquidated or unliquidated, fixed or contingent, foreseen or unforeseen, in law, at equity, or otherwise, sounding in tort, contract, or based on any other legal or equitable principle, including, without limitation, violation of any securities law (federal, state, or foreign), misrepresentation (whether intended or negligent), breach of duty (including any duty of candor), or any domestic or foreign law similar to the foregoing (collectively, “Claims”), (i) any Issuer Released Party may have or claim to have against any of Noteholder Released Party or (ii) any Noteholder Released Party may have or claim to have against any of the Issuer Released Parties, in each case, arising from or directly relating to the Existing Notes, the indenture related to the Existing Notes (the “Existing Notes Indenture”), any supplement to the Existing Notes Indenture contemplated by the Transactions, the Security Documents (as defined in the Existing Notes Indenture) and the Transactions, and in each case based on any act, omission, event, or other occurrence taking place on or before the Settlement Date; provided that nothing in this Section 15 shall release or relieve any party from (a) any Claim or liability for fraud, gross negligence or willful misconduct of such party, (b) any obligation of any party under this Agreement (including, without limitation, the Issuer’s indemnification obligations in Section 16) or the Definitive Documents, or that arises after the Settlement Date, (c) any Claims against any party who fails to execute and deliver any documents or consents required to be executed and delivered by such party in connection with the Transactions, (d) any Claim based on any act, omission, event or other occurrence taking place after the Settlement Date, or (e) any Claim against any Issuer Released Party for any preference, constructive or actual fraudulent transfer, any other avoidance claim under any applicable law, any breach of fiduciary duty or any other Claim that does not arise from or directly relate to the Existing Notes, the Existing Notes Indenture, any supplement to the Existing Notes Indenture contemplated by the Transactions, the Security Documents (as defined in the Existing Notes Indenture) or the Transactions (the Claims released pursuant to this paragraph, the “Released Claims”).

Each of the Issuer and its subsidiaries, on its behalf and on behalf of its Related Parties, on the one hand, and each Supporting Noteholder, on its behalf and on behalf of its respective Related Parties, on the other hand (each, a “Releasor”), hereby expressly agrees that the release contemplated by this Section 15 extends to any and all rights granted under Section 1542 of the California Civil Code (“Section 1542”) or any analogous state law or federal law or regulation are hereby expressly waived. Section 1542 reads as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Each Releasor understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives such party the right not to release existing claims of which such party is not aware, unless such party voluntarily chooses to waive this right. Having been so apprised, each Releasor, on its behalf and on behalf of its Related Parties, nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 15. Each Releasor, on its behalf and on behalf of its Related Parties, acknowledges and agrees that the foregoing waiver is an essential and material term of this Agreement and that, without such waiver, the other parties would not have agreed to the terms of this Agreement. Each Releasor, on its behalf and on behalf of its Related Parties, hereby represents to the other parties hereto that it understands and acknowledges that it may hereafter discover facts and legal theories concerning such other parties or the subject matter hereof in addition to or different from those which it now believes to be true. Such Releasor understands and hereby agrees that the release set forth in this Section 15 shall remain effective in all respects notwithstanding those additional or different facts and legal theories or the discovery of those additional or different facts or legal theories. Such Releasor, on its behalf and on behalf of its Related Parties, assumes the risk of any mistake of fact or applicable law with regard to any potential claim or with regard to any of the facts that are now unknown to it relating thereto.

Each Releasor agrees and acknowledges that the Released Claims include Claims which such Releasor does not know or suspect to exist in its favor at the time of the giving of the foregoing releases and covenants not to sue which, if known by it, might affect its decision regarding the releases and covenants not to sue set forth herein. Each Releasor agrees and acknowledges that it might hereafter discover facts or documents in addition to or different from those which it now knows or believes to be true or exist with respect to the subject matter of any of the Released Claims, but no Releasor in any capacity shall have any duty to disclose or provide any such facts or documents (whether material or immaterial, known or unknown, suspected or unsuspected, foreseen or unforeseen) to any other party, and each Releasor shall be deemed to have fully, finally and forever settled and released any and all Released Claims. Notwithstanding the foregoing, nothing contained herein is intended to impair or otherwise derogate from any of the representations, warranties or covenants expressly set forth in this Agreement, the Definitive Documents, the Existing Notes Indenture or any Security Document (as defined under the Existing Notes Indenture) or limit or otherwise excuse any obligation of the Issuer or its applicable subsidiaries under this Agreement, the Definitive Documents, indentures governing the New Notes, the New Notes, or any of the documents referenced therein executed in connection therewith or any of the rights of the noteholders under such respective documents.

For the purposes of this Section 15, “Related Parties” shall mean, with respect to any specified person, such person’s Affiliates, all funds managed or advised by it or by its Affiliates, and each of the predecessors, successors, assigns, current and former managers, directors, officers, members, shareholders, unitholders, equityholders (regardless of whether such interests are held directly or indirectly), limited partners, general partners, investment committee members, managing members, principals, employees, agents, trustees, representatives, attorneys, accountants and each regulatory, legal, investment, financial, and other advisors and other consultants, and professionals and subadvisors of or to such person and of or to such person’s Affiliates, each of the foregoing, including, without limitation, the existing trustee and notes collateral agent for the Existing Notes, in its capacity as such; “Affiliate” shall mean, with respect to a specified person, any other person, directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such specified person; provided, that the Issuer and its subsidiaries, Affiliates of the Issuer and its subsidiaries, any portfolio company of the Supporting Noteholders or any Affiliates of any portfolio company of the Supporting Noteholders (which entities are not otherwise Affiliates of the Supporting Noteholders and would only be deemed Affiliates pursuant to their relationship with one or more portfolio companies of the Supporting Noteholders) shall not be deemed an Affiliate of any Supporting Noteholder; and “Control,” “Controlling” or “Controlled” means, as to a specified person, the power to direct or cause the direction of the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

16.Indemnification

Without limiting the Issuer’s obligations under the indenture governing the Existing Notes, the indentures governing the New Notes, the other Definitive Documents or any related guarantees, security documents, agreements, amendments, instruments or other relevant documents, the Issuer hereby agrees to indemnify and hold harmless each Supporting Noteholder and each of its affiliates and all their respective officers, directors, members, partners, trustees, employees, shareholders, advisors, agents, and other representatives of each of the foregoing and their respective successors and permitted assigns (each, an “Indemnified Person”) from and against any and all losses, claims, damages, actions, obligations, penalties, judgments, suits, costs, expenses, disbursements and liabilities, joint or several, of any kind or nature whatsoever (including Taxes other than income Taxes of the Supporting Noteholders and including the reasonable and documented out-of-pocket fees and disbursements of counsel for any Indemnified Party (subject to the remainder of this sentence) and any reasonable and documented out-of-pocket costs associated with any discovery or other information requests), whether direct, indirect, special, or consequential and whether based on any federal, state, or foreign laws, statutes, rules, or regulations (including securities and commercial laws, statutes, rules, or regulations), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any Indemnified Party in any manner relating to or arising out of, in connection with, or as a result of, this Agreement, the Offers and Consent Solicitation, the Transactions, or any claim, litigation, investigation or proceeding, actual or threatened, relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto and whether or not the Transactions are consummated (but limited, in the case of legal fees and expenses, to those of (x) Davis Polk and (y) solely in the case of an actual or potential conflict of interest, one additional counsel to all affected Indemnified Persons, taken as a whole (and, if reasonably necessary, of one local counsel in any relevant material jurisdiction to all such persons, taken as a whole and, solely in the case of an actual or potential conflict of interest, one additional local counsel to all affected Indemnified Persons, taken as a whole, in each such relevant material jurisdiction) (such foregoing amounts, “Losses”), and to reimburse each Indemnified Person for any such legal or other expense reasonably incurred by such Indemnified Person promptly (and within 30 days) following written demand therefor (together with reasonable backup documentation supporting such reimbursement request); provided, that no Indemnified Person will be entitled to indemnity hereunder in respect of any Loss to the extent that it is found by a final, non-appealable judgment of a court of competent jurisdiction that such Loss arises from (i) the bad faith, gross negligence or willful misconduct of, or material breach of this Agreement by, such Indemnified Person (or any of its Related Parties (as defined below)) (it being agreed that a Supporting Noteholder’s compliance with this Agreement and the transactions expressly contemplated hereby shall not be deemed bad faith, gross negligence or willful misconduct) or (ii) any disputes solely among Indemnified Persons and not arising out of any act or omission of the Issuer or any of its subsidiaries.

The Issuer shall not be liable for any settlement of any proceeding (or expenses relating thereto) effected without the Issuer’s consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with the Issuer’s written consent, or if there is a final judgment against an Indemnified Person in any such proceeding, the Issuer agrees to indemnify and hold harmless such Indemnified Person to the extent and in the manner set forth above and to pay any Losses to the Indemnified Person promptly on the terms set forth in such judgment or settlement or, to the extent no payment terms are set forth in such judgment or settlement, within 30 days following written demand therefor. The Issuer shall not, without the prior written consent of the affected Indemnified Person, effect any settlement of any pending or threatened proceeding against such Indemnified Person in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (a) includes an unconditional release of such Indemnified Person from all liability or claims that are the subject matter of such proceeding, (b) does not include any statement as to any admission of fault or culpability, and (c) includes customary confidentiality and non-disparagement agreements. Notwithstanding the foregoing, each Indemnified Person shall be obligated to refund or return any and all amounts paid by the Issuer under this paragraph to such Indemnified Person for any losses, claims, damages, liabilities and expenses to the extent such Indemnified Person is not entitled to payment of such amounts in accordance with the terms hereof, as determined by a final non-appealable order of a court of competent jurisdiction.

The indemnity and expense reimbursement obligations set forth herein (i) shall survive the expiration or termination of this Agreement, (ii) shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Supporting Noteholders or any other Indemnified Person and (iii) shall be binding on any successor or assign of the Issuer and the successors or assigns to any substantial portion of their respective business and assets.

For the purposes of this Section 16, “Taxes” means any and all taxes, assessments, duties, or levies or other similar mandatory charges paid to a governmental body in the nature of a tax, including all federal, state, local, non-U.S. and other income, franchise, profits, gross receipts, capital gains, capital stock, transfer, property, sales, use, value-added, occupation, excise, severance, windfall profits, stamp, payroll, social security, withholding and other taxes (whether payable directly or by withholding and whether or not requiring the filing of a return), all estimated taxes, deficiency assessments, additions to tax, penalties and interest thereon.

For purposes of this Section 16, “Related Party” and “Related Parties” of an Indemnified Person mean any (or all, as the context may require) of such Indemnified Person’s affiliates and controlling persons and its or their respective officers, directors, partners, trustees, employees, managed funds and accounts, shareholders, advisors, agents, representatives, attorneys and controlling persons.

17.Governing Law

This Agreement and any claim, outstanding or dispute relating to, or arising out of this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to such state’s (or any other jurisdiction’s) rules concerning conflicts of laws that might provide for any other choice of law. It is understood and agreed by the Parties that money damages would be an insufficient remedy for any breach of this Agreement by any Party, and the non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief (without the posting of any bond and without proof of actual damages) as a remedy of any such breach, including an order of any court of competent jurisdiction requiring any Party to comply promptly with any of its obligations hereunder.

18.Jurisdiction

Each of the Parties irrevocably submits to the non-exclusive jurisdiction of any U.S. Federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America, in any legal suit, action or proceeding based on or arising under this Agreement or the transactions contemplated hereby and agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Parties irrevocably waives the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceeding. Each Party irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the Offers and Consent Solicitation.

19.Relationship Between Supporting Noteholders

Notwithstanding any provision contained in this Agreement to the contrary, (a) the duties and obligations of the Supporting Noteholders under this Agreement shall be several, not joint, (b) none of the Supporting Noteholders shall have any duty, whether a fiduciary duty or otherwise, to any other Supporting Noteholders, the Issuers or any of their respective affiliates or to any other creditor, stakeholder, person or entity simply by being a party to this Agreement, and (c) other than as expressly set forth herein, there are no commitments among or between the Supporting Noteholders. It is understood and agreed that any Supporting Noteholder may trade in any debt or equity interests of the Issuer without the consent of the Issuer or any other Supporting Noteholder, subject to applicable securities laws, any confidentiality agreement, and this Agreement. No prior history, pattern, or practice of sharing confidences among or between any of the Supporting Noteholders and/or the Issuer and its subsidiaries shall in any way affect or negate this understanding and agreement. The Parties have no agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any securities of any of the Issuer and do not constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act or Rule 13d-5 promulgated thereunder. All rights under this Agreement are separately granted to each Supporting Noteholder by the Issuer and vice versa, and the use of a single document is for the convenience of the Issuer. The decision to commit to enter into the Transactions contemplated by this Agreement and the other Definitive Documents have been made independently.

20.Amendments to the Agreement

Amendments, modifications or waivers to this Agreement, including amendments to this Section 20, shall only be made with the prior written consent (which consent may be given via email between counsel to the Parties) of the (i) the Issuer and (ii) the Required Supporting Noteholders and (iii) solely to the extent any such modification, amendment, supplement, or waiver has a material, disproportionate, and adverse effect on the economic rights of any individual Supporting Noteholder, such Supporting Noteholder (including, for the avoidance of doubt, any modification or amendment to any such Supporting Noteholder’s Backstop Percentage set forth on the Backstop Commitment Schedule).

21.Counterparts; Email Consents

This Agreement (including any amendment, extension or renewal of this Agreement or any consent pursuant to or contemplated by this Agreement) may be executed by facsimile, e-mail or other electronic means and in one or more counterparts, each of which shall be deemed an original; and all such counterparts shall be considered one and the same agreement. Except as expressly provided in this Agreement, each individual executing this Agreement on behalf of a Party has been duly authorized and empowered to execute and deliver this Agreement on behalf of such Party. The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Where a written consent, acceptance, approval, or waiver is required pursuant to or contemplated by this Agreement, including a written approval by the Issuer or the Required Supporting Noteholders, such written consent, acceptance, approval, or waiver shall be deemed to have occurred if it is conveyed in writing (including electronic mail) between counsel to the Parties submitting and receiving such consent, acceptance, approval, or waiver, in each case without representations or warranties of any kind on behalf of such counsel.

22.Severability

Should any provision of this Agreement be or become invalid in whole or in part, the other provisions of this Agreement shall remain in force. Any invalid provision shall be deemed replaced by a valid provision which accomplishes as far as legally possible the economic effects of the invalid provision. The same shall apply if any provision of this Agreement seems incomplete.

23.Notification of Changes

After the date of this Agreement, (a) each Supporting Noteholder hereby covenants and agrees to notify the Issuer upon the occurrence of any event prior to the Settlement Date that would cause any representation, warranty or covenant of such Supporting Noteholder, as the case may be, contained in this Agreement to be false or incorrect and (b) the Issuer hereby covenants and agrees to notify the Issuer upon the occurrence of any event prior to the Settlement Date that would cause any representation, warranty or covenant of the Issuer contained in this Agreement to be false or incorrect.

24.Communications

All notices and other communications required or permitted hereby (collectively the “Notices”) shall be in writing and shall be addressed to the relevant recipient in the manner provided below, and shall be deemed to have been duly and sufficiently given (a) when delivered or sent if delivered in person by courier service or messenger or sent by email or (b) on the next Business Day if transmitted by international overnight courier. “Business Day” means a day (other than a Saturday or Sunday) on which banks are open for business in New York.

Any Notices to be delivered to any Supporting Noteholder hereunder shall be addressed to the addresses set forth below their signatures, with copies to:

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Attention:

Christian Fischer

Brian Hecht

Michael Pera

E-mail:

christian.fischer@davispolk.com

brian.hecht@davispolk.com

michael.pera@davispolk.com

Any Notices to the Issuer hereunder should be addressed as follows:

Urban One, Inc.

1010 Wayne Avenue, 14th Floor

Silver Spring, Maryland 20910
Attention: Kristopher Simpson, Senior Vice President, General Counsel
E-mail: ksimpson@urban1.com

with copies to:

Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Attention: Jennifer L. Lee

E-mail: jennifer.lee@kirkland.com

25.Prior Agreements

This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements, oral or written, among the Parties with respect to the matters set forth herein.

26.Successors and Assigns; Third Parties.

This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors and permitted assigns, as applicable. There are no third-party beneficiaries under this Agreement, provided that each Noteholder Released Party, Issuer Released Party and Indemnified Person is a third-party beneficiary with respect to Sections 15 and 16, respectively. The rights or obligations of any Party under this Agreement may not be assigned, delegated, or transferred to any other person or entity, except as provided for herein.

27.Exhibits Incorporated by Reference; Conflicts.

Each of the exhibits, annexes, signatures pages, and schedules attached hereto is expressly incorporated herein and made a part of this Agreement, and all references to this Agreement shall include such exhibits, annexes, and schedules, including the Offering Memorandum. Subject to Section 4, in the event of any inconsistency between this Agreement (without reference to the Offering Memorandum or the other exhibits, annexes, and schedules hereto) and the exhibits, annexes, and schedules hereto, the exhibits, annexes, and schedules thereto (including the Offering Memorandum) shall govern; provided that, nothing in the Offering Memorandum shall or shall be construed to modify the rights of the Supporting Noteholders under this Agreement (without reference to the Offering Memorandum or the other exhibits, annexes, and schedules hereto), including, without limitation, any consent, termination or indemnification rights of any Supporting Noteholder; provided, further, that in the event of any inconsistency between the Offering Memorandum and any of the Definitive Documents, the applicable Definitive Document shall govern.

28.Waiver of Consequential Damages, Etc.

Notwithstanding anything to the contrary in this Agreement, none of the Parties will be liable for, and none of the Parties shall claim or seek to recover, any punitive, special, indirect, or consequential damages or damages for lost profits relating to the breach or alleged breach of this Agreement.

29.Survival.

Notwithstanding (a) any transfer of any Existing Notes in accordance with this Agreement or (b) the termination of this Agreement in accordance with its terms, the agreements and obligations of the Parties in Sections 9(m), 12, 13, 15-19, 28-30 shall survive such transfer or termination and shall continue in full force and effect for the benefit of the Parties in accordance with the terms hereof and thereof.

30.Reservation of Rights.

If the Transactions contemplated herein are not consummated, or if this Agreement is terminated in accordance with its terms (except as a result of the occurrence of the Settlement Date), nothing shall be construed herein as a waiver by any Party of any or all of such Party’s rights, remedies, or defenses and the Parties expressly reserve any and all of their respective rights, remedies, or defenses.

31.Joinder.

Additional Noteholders may become party to this Agreement from time to time by agreeing in writing to be bound by the terms of this Agreement (any such person, an “Additional Supporting Noteholder”) by executing and delivering a Joinder to Kirkland & Ellis and Davis Polk. Upon the execution and delivery of such Joinder, such Additional Supporting Noteholder shall be deemed to make all of the representations, warranties, releases and covenants of a Supporting Noteholder, as applicable, as set forth in this Agreement, and shall be deemed to be a Party and a Supporting Noteholder for all purposes under this Agreement as if they were originally party hereto.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and delivered by their respective duly authorized officers, solely in their respective capacities as officers of the undersigned and not in any other capacity, as of the date first set forth above.

[SUPPORTING NOTEHOLDER]

By:

Name:

Title:

Holdings:

Aggregate principal amount of Existing Notes submitted: US$[__]

Notice Information:

Address: [___]

Phone: [___]

Email: [___]

[Signature Page to Transaction Support Agreement]

URBAN ONE, INC.

By: /s/ Peter D. Thompson
Name: Peter D. Thompson
Title: Executive Vice President and Chief Financial Officer

[Signature Page to Transaction Support Agreement]

SCHEDULE I

Backstop Commitment Schedule

[Intentionally Omitted]

EXHIBIT A

Offering Memorandum

[Intentionally Omitted]

EXHIBIT B

Form of Joinder

The undersigned (“Joinder Party”) hereby acknowledges that it has read and understands the Transaction Support Agreement, dated as of November 14, 2025 (as the same has been or may hereafter be amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions thereof, the “Agreement”),1 by and among the Issuer and the Parties named therein as “Supporting Noteholders” thereunder.

1.Agreement to be Bound. The Joinder Party hereby agrees to be bound by all of the terms of the Agreement. The Joinder Party shall hereafter be deemed to be a “Supporting Noteholder” and a “Party” for all purposes (other than Section 9 thereof, unless expressly agreed by the Issuer otherwise) under the Agreement and with respect to all Existing Notes held by the Joinder Party. The Joinder Party further agrees to act as a Subscription Offer Participant (as defined in the Offering Memorandum) and to subscribe for, no later than the Early Tender Date, its pro rata portion of First Lien Notes and deliver in cash an amount equal to the applicable Purchase Price (as defined in the Offering Memorandum) by the Funding Deadline (as defined in the Offering Memorandum).

2.Representations and Warranties. The Joinder Party hereby makes the representations and warranties of the Supporting Noteholders set forth in Section 6 of the Agreement, in each case to each other Party, effective as of the date hereof.

3.Governing Law. This Joinder to the Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to any conflicts of law provisions which would require the application of the Law of any other jurisdiction.

[Signature Page Follows]

1 Capitalized terms used but not otherwise defined herein shall having the meanings ascribed to such terms in the Agreement.

[JOINDER PARTY]

Date Executed: _________________

By:

Name:

Title:

Holdings:

Aggregate principal amount of Existing Notes submitted: US$[__]

Notice Information:

Address: [___]

Phone: [___]

Email: [___]

[Signature Page to Joinder to Transaction Support Agreement]

EXHIBIT C

Form of DWAC Closing Exhibit

[Intentionally Omitted]

EXHIBIT D

Form of Transaction Letter Agreement

[Intentionally Omitted]

EX-99.1 3 ex991-urbanonex2025offerin.htm EX-99.1 Document

Exhibit 99.1

NEWS RELEASE

November 14, 2025

Contact: Peter D. Thompson, EVP and CFO

FOR IMMEDIATE RELEASE

(301) 429-4638

URBAN ONE, INC. ANNOUNCES OFFERS AND CONSENT SOLICITATION

Silver Spring, MD: - Urban One, Inc. (NASDAQ: UONEK and UONE) (the “Company”) today announced that it has commenced an offer to exchange (the “Exchange Offer”) any and all of the Company’s outstanding 7.375% Senior Secured Notes due 2028 (the “Existing Notes”) held by Eligible Holders (as defined below) for newly issued 7.625% Senior Secured Notes due 2031 (the “Exchange Notes”), to be issued by the Company and guaranteed by each existing and future subsidiaries of the Company, and cash.

In connection with the Exchange Offer, the Company has commenced an offer to purchase (the “Tender Offer”) up to $185.0 million in aggregate principal amount of the Existing Notes for up to $111.0 million in cash. To the extent Existing Notes in a principal amount greater than $185.0 million are tendered into the Tender Offer, the Tender Offer will be oversubscribed, and Existing Notes accepted in the Tender Offer will be subject to proration, as described below. Eligible Holders will only be entitled to participate in the Tender Offer if they elect to exchange all of their Existing Notes in the Exchange Offer other than those Existing Notes, if any, accepted for purchase in the Tender Offer.

In connection with the Exchange Offer, the Company is also offering Eligible Holders the right to subscribe to purchase (the “Subscription Offer” and, together with the Exchange Offer and the Tender Offer, collectively, the “Offers”) up to $60.6 million in aggregate principal amount of 10.500% first lien senior secured notes due 2030 (the “New First Lien Notes” and, together with the Exchange Notes, the “New Notes”). Eligible Holders will only be entitled to participate in the Subscription Offer if they tender all of their Existing Notes in the Exchange Offer only or in the Exchange Offer and Tender Offer. Furthermore, to be eligible to participate in the Subscription Offer, Eligible Holders must tender their Existing Notes at or prior to the Early Tender Date (as defined below) and deliver in cash an amount equal to the purchase price therefor by the Funding Deadline (as defined below).

In addition, the Company is soliciting consents (the “Consents” and such solicitation, the “Consent Solicitation”) from Eligible Holders of the Existing Notes to adopt certain proposed amendments to the indenture governing the Existing Notes (the “Existing Notes Indenture”) to eliminate substantially all of the restrictive covenants and certain of the default provisions, modify covenants regarding mergers and consolidations and modify or eliminate certain other provisions, including removing the requirement that the Company make an offer to repurchase the Existing Notes if the Company experiences certain change of control transactions, releasing the guarantees provided by the guarantors of the Existing Notes, and eliminating any requirement to provide guarantees in the future with respect to the Existing Notes, releasing the liens on all of the collateral securing the Existing Notes and eliminating any requirement to provide collateral in the future with respect to the Existing Notes (collectively, the “Proposed Amendments”).

The Company’s obligation to accept for exchange or purchase Existing Notes validly tendered (and not validly withdrawn) and to issue New First Lien Notes pursuant to the Offers and the related Consent Solicitation is subject to the satisfaction or, if permitted, waiver of certain conditions set forth in the confidential offering memorandum and consent solicitation statement, dated November 14, 2025 (the “Offering Memorandum”).

On November 14, 2025, the Company entered into a Transaction Support Agreement (the “Transaction Support Agreement”) with certain holders (the “Supporting Noteholders”) of Existing Notes that collectively hold approximately 73% of the outstanding principal amount of Existing Notes as of November 13, 2025. Pursuant to the Transaction Support Agreement, each Supporting Noteholder has agreed to (i) tender the maximum amount accepted by the Company of its Existing Notes in the Tender Offer and the remaining portion of its Existing Notes in the Exchange Offer and deliver its related Consents in the Consent Solicitation and (ii) collectively with the other Supporting Noteholders, backstop the full Subscription Offer as set forth in the Transaction Support Agreement (the “Backstop Commitment”). In consideration for the Supporting Noteholders’ Backstop Commitment, the Company will pay to the Supporting Noteholders a premium in an amount equal to 3.0% of the total aggregate principal amount of New First Lien Notes issued in connection with the Subscription Offer and the Backstop Commitment, as set forth in the Transaction Support Agreement. The Transaction Support Agreement includes representations, warranties, covenants and closing conditions customary for agreements of this type, including the condition that a minimum of 98% of the outstanding aggregate principal amount of Existing Notes shall have been validly tendered (and not validly withdrawn) pursuant to the Exchange Offer and/or Tender Offer.

The Offers and the Consent Solicitation will expire at 5:00 P.M., New York City time, on December 15, 2025, unless extended (such time and date as it may be extended, the “Expiration Date”), or earlier terminated. To be eligible to participate in the Subscription Offer, Eligible Holders must tender their Existing Notes at or prior to 5:00 P.M., New York City time, on December 1, 2025, unless extended by the Company (such time and date as it may be extended, the “Early Tender Date”) and deliver in cash an amount equal to the purchase price therefor by 11:59 P.M., New York City time, on December 3, 2025, unless extended (such time and date as it may be extended, the “Funding Deadline”). Rights to withdraw tendered Existing Notes and revoke Consents terminate at 5:00 P.M., New York City time, on December 1, 2025, unless extended (such time and date as it may be extended, the “Withdrawal Deadline”), except for certain limited circumstances where additional withdrawal rights are required by law. Each Eligible Holder that tenders Existing Notes into the Exchange Offer and/or Tender Offer will be deemed to have given its Consent to the Proposed Amendments with respect to those tendered Existing Notes. No additional consideration will be paid for Consents. The Early Tender Date, the Funding Deadline or the Expiration Date with respect to the Offers and Consent Solicitation can be extended independently of the Withdrawal Deadline for the Offers and Consent Solicitation.

Each participating Eligible Holder must tender all of the Existing Notes it holds for purchase in the Tender Offer and/or exchange in the Exchange Offer. Partial tenders of Existing Notes will not be accepted.

The Existing Notes will only be accepted for exchange or purchase by the Company in minimum principal amounts of $2,000 and integral multiples of $1,000 thereafter. No alternative, conditional or contingent tenders will be accepted.

The Company will not accept any tender of Existing Notes that would result in the issuance of less than $2,000 principal amount of Exchange Notes. The Exchange Notes will only be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. If, pursuant to the Offers and Consent Solicitation, a tendering Eligible Holder would otherwise be entitled to receive Exchange Notes in a principal amount that is not an integral multiple of $1,000, such principal amount will be rounded down to the nearest integral multiple of $1,000. This rounded amount will be the principal amount of Exchange Notes that Eligible Holders will receive, and no additional cash will be paid in lieu of any principal amount of Exchange Notes not received as a result of rounding down.

The New First Lien Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

This summary offering table indicates the treatment to be offered in the Offers per $1,000 principal amount of Existing Notes validly tendered and not validly withdrawn. The term “Exchange Consideration” refers to the Exchange Notes and the cash being offered to Eligible Holders of the Existing Notes pursuant to the Exchange Offer, and the term “Tender Consideration” refers to the cash payment being offered to Eligible Holders of the Existing Notes pursuant to the Tender Offer.

Eligible Holders electing to participate in: (a) only the Exchange Offer are referred to herein as “Exchange Offer Only Participants,” (b) the Exchange Offer and the Tender Offer are referred to herein as “Exchange Offer and Tender Offer Participants,” (c) the Exchange Offer, the Tender Offer and the Subscription Offer are referred to herein as “Exchange Offer, Tender Offer and Subscription Offer Participants,” and (d) the Exchange Offer and the Subscription Offer are referred to herein as “Exchange Offer and Subscription Offer Participants.” The Exchange Offer and Tender Offer Participants and the Exchange Offer, Tender Offer and Subscription Offer Participants are collectively referred to herein as the “Tender Offer Participants.”

Each participating Eligible Holder must tender all of the Existing Notes it holds for purchase in the Tender Offer and/or exchange in the Exchange Offer through The Depository Trust Company’s (“DTC”) Automated Tender Offer Program (“ATOP”). Partial tenders of Existing Notes will not be accepted. Within ATOP, each participating Eligible Holder must tender all of the Existing Notes it holds into the appropriate contra-CUSIP corresponding with its decision to participate as (1) an Exchange Offer Only Participant, (2) an Exchange Offer and Tender Offer Participant, (3) an Exchange Offer, Tender Offer and Subscription Offer Participant or (4) an Exchange Offer and Subscription Offer Participant.

In order to be eligible to participate in the Subscription Offer, Subscription Offer Participants are obligated to tender their Existing Notes through DTC’s ATOP at or prior to the Early Tender Date and to deliver in cash an amount equal to the applicable purchase price at or prior to the Funding Deadline.

Treatment per $1,000 Principal Amount of Existing Notes Validly Tendered and Not Validly Withdrawn(3)

Aggregate Principal Amount Outstanding(1)

Title of Series of Existing Notes

CUSIP No. / ISIN(2)

Participant Type

Tender Consideration(4)

Exchange Consideration

Principal Amount of New First Lien Notes

$487,836,000

7.375% Senior Secured Notes due 2028

144A: 91705J AC9 / US91705JAC99

Reg S: U9155T AB3 / USU9155TAB36

Exchange Offer Only Participant

—

$1,000 principal amount of Exchange Notes and $3.75 in cash

—

Exchange Offer and Tender Offer Participant

$600 in cash (for Existing Notes accepted up to the Tender Cap)

$1,000 principal amount of Exchange Notes and $3.75 in cash

—

Exchange Offer, Tender Offer and Subscription Offer Participant

$600 in cash (for Existing Notes accepted up to the Tender Cap)

$1,000 principal amount of Exchange Notes and $3.75 in cash

Subject to the tendering Eligible Holder’s cash payment of the Purchase Price, its pro rata portion of New First Lien Notes

Exchange Offer and Subscription Offer Participant

—

$1,000 principal amount of Exchange Notes and $3.75 in cash

Subject to the tendering Eligible Holder’s cash payment of the Purchase Price, its pro rata portion of New First Lien Notes

(1) The outstanding principal amount reflects the aggregate principal amount outstanding as of November 13, 2025 but does not include accrued and unpaid interest.

(2) No representation is made as to the correctness or accuracy of the CUSIP numbers or ISINs listed in this press release or in the Offering Memorandum or printed on the Existing Notes. Such CUSIP numbers and ISINs are provided solely for the convenience of the holders of the Existing Notes.

(3) Any accrued and unpaid interest on the Existing Notes accepted for exchange or purchase, as applicable, in the Exchange Offer and/or Tender Offer to, but not including, the settlement date for the Offers will be paid in cash at settlement.

(4) The maximum principal amount of Existing Notes that will be accepted for purchase in the Tender Offer is $185.0 million, and the maximum amount of cash consideration that will be paid for Existing Notes validly tendered (and not validly withdrawn) in the Tender Offer is $111.0 million. If $185.0 million or less in aggregate principal amount of Existing Notes is validly tendered (and not validly withdrawn) by all Subscription Offer Participants together, all such participants will receive $600 per $1,000 principal amount of Existing Notes tendered (the “Tender Consideration”) in respect of all of their tendered Existing Notes. To the extent Existing Notes in a principal amount greater than $185.0 million are tendered into the Tender Offer, the Tender Offer will be oversubscribed, and Existing Notes accepted in the Tender Offer will be subject to proration. In such case, the amount of Existing Notes that will be accepted in the Tender Offer for each Tender Offer Participant will be equal to the product of (a) the aggregate principal amount of Existing Notes tendered by such Tender Offer Participant and (b) the quotient of $185.0 million (the “Tender Cap”) divided by the total principal amount of Existing Notes validly tendered (and not validly withdrawn) in the Tender Offer. Eligible Holders who elect to participate in the Tender Offer will receive the Tender Consideration for its Existing Notes tendered up to the Tender Cap, with the remainder of their Existing Notes being exchanged for the Exchange Consideration in the Exchange Offer. The Tender Consideration depicted in the table above is for illustrative purposes only. The Tender Consideration will be impacted by participation levels in the Tender Offer and will be determined following the Expiration Date in the manner described in the Offering Memorandum.

Eligible Holders may not tender their Existing Notes without delivering the related Consents, and Eligible Holders may not deliver Consents without tendering the related Existing Notes. Existing Notes may not be withdrawn from the Offers and the related Consents may not be revoked from the Consent Solicitation after the Withdrawal Deadline, subject to applicable law.

The consummation of the Offers and the Consent Solicitation is subject to, and conditioned upon, the satisfaction or, if permitted, waiver by the Company of certain conditions, including the Supporting Noteholders’ performance of their obligations under the Transaction Support Agreement, the Company’s substantially concurrent refinancing of its existing asset-based lending facility (or, in lieu thereof, the receipt of consent from the required lenders thereunder to the consummation of the Offers) and the General Conditions (as defined in the Offering Memorandum). Subject to applicable law, the Company may amend, extend, terminate or withdraw any of the Offers and/or Consent Solicitation without amending, extending, terminating or withdrawing any of the others, at any time and for any reason, including if any of the conditions set forth under “Conditions to the Offers and Consent Solicitation” in the Offering Memorandum with respect to the Offers are not satisfied as determined by the Company in its sole discretion.

The New Notes and the offering thereof have not been registered with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), or any state or foreign securities laws. The Offers and Consent Solicitation will only be made, and the New Notes are only being offered and issued, to holders of Existing Notes that are (a) reasonably believed to be qualified institutional buyers in reliance on Rule 144A promulgated under the Securities Act or (b) non-U.S. persons, in transactions outside the United States, in reliance on Regulation S under the Securities Act (such holders, the “Eligible Holders”). Only Eligible Holders are authorized to receive or review the Offering Memorandum or to participate in the Offers. Copies of all the documents relating to the Offers and Consent Solicitation may be obtained from the Exchange and Information Agent (as defined below), subject to confirmation of eligibility through online procedures established by the Exchange and Information Agent, available at: www.dfking.com/UONE. There will be no letter of transmittal for the Offers.

Eligible Holders of the Existing Notes are urged to carefully read all of the information in, or incorporated by reference into the Offering Memorandum, including the information presented under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” before making any decision with respect to the Offers or the Consent Solicitation. None of the Company, its subsidiaries, the Exchange and Information Agent, the Dealer Manager (as defined in the Offering Memorandum), the applicable trustees under the indentures governing the Existing Notes and the New Notes, the applicable collateral agents under the indentures governing the Existing Notes and the New Notes or any of their respective affiliates, makes any recommendation as to whether holders of Existing Notes should participate in the Offers or Consent Solicitation. Each Eligible Holder must make its own decision as to whether to participate in the Offers and whether to tender its Existing Notes and to deliver Consents.

Moelis & Company LLC has been appointed as the dealer manager and solicitation agent (the “Dealer Manager and Solicitation Agent”) and D.F. King & Co., Inc. has been appointed as the exchange and information agent (the “Exchange and Information Agent”), respectively, for the Offers and Consent Solicitation. Questions concerning the Offers and the Consent Solicitation may be directed to the Dealer Manager and Solicitation Agent, in accordance with the contact details shown on the back cover of the Offering Memorandum.

No Offer or Solicitation

This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Offers and Consent Solicitation, or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this press release is not an offer of securities for sale into the United States. The New Notes to be offered in the Offers have not been registered under the Securities Act or any state securities laws, and unless so registered, New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

About Urban One

Urban One Inc. (urban1.com), together with its subsidiaries, is the largest diversified media company that primarily targets Black Americans and urban consumers in the United States. The Company owns TV One, LLC (tvone.tv), a television network serving more than 35 million households, offering a broad range of original programming, classic series and movies designed to entertain, inform, and inspire a diverse audience of adult Black viewers. As of September 30, 2025, the Company owned and/or operated 74 independently formatted, revenue producing broadcast stations (including 57 FM or AM stations, 15 HD stations, and the 2 low power television stations the Company operates), located in 13 of the most populous African-American markets in the United States. Through its controlling interest in Reach Media, Inc. (blackamericaweb.com), the Company also operates syndicated programming including the Rickey Smiley Morning Show, and the DL Hughley Show. In addition to its radio and television broadcast assets, Urban One owns iOne Digital (ionedigital.com), our wholly owned digital platform serving the African American community through social content, news, information, and entertainment websites, including its Cassius, Bossip, HipHopWired and MadameNoire digital platforms and brands. Through our national multi-media operations, we provide advertisers with a unique and powerful delivery mechanism to the African American and urban audiences.

Cautionary Note Regarding Forward-Looking Statements

Certain statements made in this press release may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including any statements regarding the consummation of the Offers and Consent Solicitation. Any statements that are not statements of historical fact should be considered forward-looking statements. In many cases, forward-looking statements can generally be identified by the use of forward-looking terminology such as “may,” “plan,” “predict,” “expect,” “estimate,” “intend,” “would,” “will,” “could,” “should,” “anticipate,” “believe,” “project” or “continue” or the negative thereof or other similar expressions. The forward-looking statements contained in this press release reflect our views as of the date of this press release and are based on our expectations and beliefs concerning future events, as well as currently available data as of the date of this press release. While we believe there is a reasonable basis for our forward-looking statements, they involve a number of risks, uncertainties, assumptions and changes in circumstances that may cause actual results, performance or achievements to differ significantly from those expressed or implied in any forward-looking statement, including, but not limited to, the adverse impact of failing to consummate the Offers and the Consent Solicitation, the risk that an insufficient number of holders of Existing Notes participate in the Offers and other risk factors described from time to time in the Company’s filings with the SEC. Therefore, these statements are not guarantees of future events, results, performance or achievements, and you should not rely on them. All forward-looking statements included in this press release are based on information available to the Company as of the date on which such statements were made, and the Company assumes no obligation to update or revise any forward-looking statements to reflect events or circumstances that occur after such statements are made, except as required by law.

EX-99.2 4 ex992projectstatic-finan.htm EX-99.2 ex992projectstatic-finan

C O N F I D E N T I A L September 23, 2025 Discussion Materials Exhibit 99.2

C O N F I D E N T I A L This presentation contains confidential information pertaining to Urban One, Inc. (“we” or the “Company”). This presentation is being provided on a confidential basis to the recipient solely to assist the recipient in evaluating a potential transaction (the “Transaction”) with the Company. The Company does not intend for this presentation to form the entire basis of any transaction or investment decision by the recipient. ANY TRANSACTION WITH THE COMPANY INVOLVES A HIGH DEGREE OF RISK. Any party to a transaction should inquire into, independently investigate and consider such risks before entering into any transaction with the Company. This presentation contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this presentation, including but not limited to statements regarding guidance, our future results of operations or financial condition, future securities repurchase programs, business strategy and plans, cost saving initiatives, user growth and engagement and objectives of management for future operations are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “going to,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions. We caution you that the foregoing may not include all of the forward-looking statements made in this presentation. You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this presentation primarily on our current expectations, assumptions, projections and other information available at the time the statements are being made. These forward-looking statements are subject to risks and uncertainties related to: the proposed terms of the Transaction and the use of any proceeds therefrom; macroeconomic uncertainty and geopolitical events; our leverage and market conditions; fluctuations in the local economies and business sectors in which we operate; increased costs; the implementation and execution of our business diversification strategy; our investments; regulation by the Federal Communications Commission; changes in our key personnel and on-air talent; increases in competition for and in the costs of our programming and content; financial losses; increased competition for advertising revenues; the impact of our acquisitions, dispositions and similar transactions; consolidation in industries in which we and our advertisers operate; disruptions to our technology network; material weaknesses identified in our internal control over financial reporting; failure to meet the continued listing standards of NASDAQ Stock Market; and other factors described in “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2024, as well as the other documents we file from time to time with the Securities and Exchange Commission (the “SEC”), available on the SEC’s website at www.sec.gov. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this presentation. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. These statements are inherently uncertain, and you are cautioned not to unduly rely on these statements. The forward-looking statements made in this presentation relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this presentation to reflect events or circumstances after the date of this presentation or to reflect new information or the occurrence of unanticipated events, except as required by law. This presentation may also contain estimates and other statistical data made by independent parties and by the Company relating to market size and growth and other industry data. Such data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. The Company has not independently verified the statistical and other industry data generated by independent parties and contained in this presentation and, accordingly, it cannot guarantee their accuracy or completeness. The information in this presentation was provided by the Company or is from public or other sources. The Company does not make any representation or warranty, express or implied, or accept any responsibility or liability for the accuracy or completeness of this presentation or any other written or oral information that the Company or any other person makes available to any recipient. The Company does not make any representation or warranty as to the achievement or reasonableness of any projections, management estimates, prospects or returns. This presentation speaks only as of the date of the information herein and the Company does not have any obligation to update or correct any information herein. This presentation is intended only for recipients who have agreed to keep this presentation and the Transaction confidential. If you have not agreed to keep this presentation and the Transaction confidential, you must return this presentation immediately. This presentation is confidential and by accepting this presentation, you agree not to disclose, copy or distribute this presentation or the information herein without the Company’s prior written consent. This presentation contains references to trademarks, service marks and trade names owned by the Company or belonging to other entities. Solely for convenience, trademarks, service marks and trade names referred to in this presentation may appear without the © or symbols, but such references are not intended to indicate, in any way, that the Company or the applicable licensor will not assert, to the fullest extent under applicable law, the Company’s or its rights to these trademarks, service marks and trade names. The Company does not intend its use or display of other companies’ trademarks, service marks or trade names to imply a relationship with, or endorsement or sponsorship of it by, any other companies. All trademarks, service marks and trade names included in this presentation are the property of their respective owners. The securities to which this presentation relates have not been registered under the Securities Act, or the securities laws of any other jurisdiction. The Company is offering securities to which this presentation relates in reliance on exemptions from the registration requirements of the Securities Act and other applicable laws. These exemptions apply to offers and sales of securities that do not involve a public offering. The securities have not been approved or recommended by any federal, state or foreign securities authorities, nor have any of these authorities passed upon the merits of this offering or determined that this presentation is accurate or complete. Any representation to the contrary is a criminal offense. This presentation is not, and should not be construed as, an offer to sell or a solicitation of an offer to buy any securities of, or to make any investments in, the Company in any jurisdiction. Any transaction will not be registered under the Securities Act or any state securities laws. Applicable law may restrict the delivery of this presentation to persons in certain jurisdictions. You should inform yourself about, and observe, any such restrictions. By accepting this presentation, you represent that you are a person to whom the Company may deliver this presentation without a violation of the laws of any relevant jurisdiction. This presentation includes certain financial measures that have not been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The presentation of non-GAAP financial measures is not intended to be considered in isolation from, as a substitute for, or superior to the financial information prepared and presented in accordance with GAAP. We use non-GAAP financial measures as additional means to evaluate our business and operating results through period-to-period comparisons. Reconciliations of our non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the appendix of this presentation. Reliance should not be placed on any single financial measure to evaluate our business. Disclaimers 2

C O N F I D E N T I A L 3 36Appendix3. 25Business Plan Overview2. 4Financial Performance1. TABLE OF CONTENTS

C O N F I D E N T I A L FINANCIAL PERFORMANCE 4

C O N F I D E N T I A L Company Segment Overview 5 Urban One is the largest diversified media company targeting Black Americans and urban consumers in the US Radio Broadcasting 70+ radio stations across 13 urban markets Urban, gospel, talk, local community and news formats Revenue driven by national and local advertising spend 37% of 2025E Revenue Cable Television Two flagship TV networks, TV One and CLEO TV Features hit original series Fatal Attraction and Unsung, plus classic sitcoms Each serves 33+ million households domestically Digital Media Distributes premium content via websites, apps, social and more Anchored by brands such as Bossip 24 million unique monthly visitors systemwide Reach Media Top-rated radio personalities and national radio programs “Must attend” experiences and activations Reaches 34 million monthly listeners 42% of 2025E Revenue 13% of 2025E Revenue 8% of 2025E Revenue

C O N F I D E N T I A L $131 $103 $60 $70 2023A 2024A 2025E 2026E $478 $450 $384 $392 2023A 2024A 2025E 2026E Adj. EBITDA ($ in millions)Consolidated Net Revenue ($ in millions) Financial Overview 6 Commentary • Urban One is facing headwinds recently due the reversal of ad spend momentum as corporates revise DEI policies • Cable TV segment is also dealing with subscriber churn, while national and network radio demand continues to shrink • Mid-term political ad revenue will help drive a modest rebound in 2026 in the Radio and Digital segments alongside growth related to Urban One’s efforts in Connected Television Advertising (“CTV”) o Local digital revenues have opportunities for upside by gaining significant market share in local digital audio markets through the audience extension business which has been a focus area for growth • Historically, Urban One has had higher Radio and Cable TV margins relative to market peers, and the company continues to actively look for opportunities to optimize cost structure across the organization in the hopes of returning margins closer to historical norms Note: 2023A figures include partial year contribution only from net acquisition of two Houston radio stations; four stations acquired and two divested % Growth–% % Margin–% (6%) (15%) 2% 23% 16% 18%27%

C O N F I D E N T I A L • Overall revenues continue to decline due to industry headwinds o Cable TV universe is shrinking which has had a negative impact on delivery and ratings o Radio listenership continues to decline as national sales underperform local due to slower corporate sales and DEI decline • High fixed cost nature of the Digital segment, as well as growth in higher cost audience extension business4 led to operating expenses decreasing at a slower rate • Adj. EBITDA is impacted by less flexible high fixed costs relative to the overall revenue reclines o Loss of an indirect streaming deal has a $6mm impact on both revenue and EBITDA (100% margin revenue) • Elevated capex in 2025 due to build-out of the studio in Indianapolis CommentarySummary P&L Summary P&L 2023A – 2025E 7 1 2 3 4 1 2 3 4 Note: 2023A figures include partial year contribution only from net acquisition of two Houston radio stations; four stations acquired and two divested 1. Segment information for 2024A has been recast to reclassify a portion of revenues from our CTV offering from the Digital segment to the Cable Television segment; no reclassification for 2023A 2. Segment information for 2024A has been recast to conform to operating expenses used to evaluate segment performance; no reclassification for 2023A 3. 2023A LFCF includes cash proceeds of $136.8 million related to the sale of the MGM investment; removing the impact of the sale results in 2023A LFCF of $51.3 million 4. Audience extension business refers to the sale of digital impressions that not owned or operated by Urban One and sold outside of Urban One’s O&O products $ in millions CAGR 2023A 2024A 2025E 23A-25E Net Revenue Radio Broadcasting $156.2 $165.8 $142.3 (4.6%) Cable Television 196.2 176.1 160.8 (9.5%) Digital 75.5 62.8 50.9 (17.9%) Reach Media 52.9 47.3 32.8 (21.3%) Corporate / Eliminations / Other (3.1) (2.3) (2.5) (9.7%) Consolidated Net Revenue $477.7 $449.7 $384.3 (10.3%) % Growth (5.9%) (14.5%) Operating Expenses Radio Broadcasting 121.6 128.6 117.9 (1.5%) Cable Television 108.6 110.0 98.1 (5.0%) Digital 55.5 49.3 46.2 (8.7%) Reach Media 38.1 35.0 32.8 (7.2%) Corporate / Eliminations / Other 39.0 37.1 31.2 (10.5%) Operating Expenses $362.9 $360.1 $326.3 (5.2%) Add Backs Radio Broadcasting 1.5 0.9 0.2 (65.5%) Cable Television 1.2 0.6 (0.0) N/A Digital 0.8 (0.5) 0.0 (94.5%) Reach Media 0.2 (0.6) 0.1 (12.6%) Corporate / Eliminations / Other 12.6 13.5 1.8 (61.9%) Add Backs $16.2 $13.9 $2.1 (63.8%) Adj. EBITDA Radio Broadcasting 36.1 38.1 24.5 (17.5%) Cable Television 88.8 66.7 62.8 (15.9%) Digital 20.8 13.1 4.7 (52.5%) Reach Media 14.9 11.6 0.1 (93.4%) Corporate / Eliminations / Other (29.5) (26.0) (32.0) 4.0% Consolidated Adj. EBITDA $131.0 $103.5 $60.1 (32.3%) % Margin 27.4% 23.0% 15.6% (-) Cash Interest Expense, Net (47.9) (44.7) (37.8) (11.1%) (-) Cash Taxes (2.0) (2.5) (0.5) (51.5%) (-) TV Content Spend, Net (2.7) (13.8) 3.0 N/A (+/-) Other Income / (Expense) 119.9 (13.0) (6.8) N/A (+/-) Change in Net Working Capital (0.4) 17.7 (3.4) 193.5% (-) Capex (7.7) (7.2) (10.0) 13.9% Levered Free Cash Flow $190.3 $39.9 $4.6 N/A (-) Completed Debt Buybacks (22.3) (115.6) (51.9) N/A Levered Free Cash Flow After Debt Buybacks $168.0 ($75.6) ($47.3) N/A 3 1 1 2

C O N F I D E N T I A L Key Radio Industry Trends 8 Declining Local / Network Ad Revenue Increased competition from digital platforms is reducing traditional radio’s share of advertising dollars, making it harder to sustain revenue growth 1 Streaming services and podcasts are pulling audiences away from terrestrial radio reducing listener engagement and altering consumption patterns Shifting Listener Habits 2 High Leverage Levels and Financial Strain Many radio broadcasters' high debt limits flexibility, restricting digital investment and increasing economic vulnerability 3 Rising music licensing fees and talent contract demands add financial pressure, increasing operational costs Increased Licensing Costs 4 Fragmentation of Audience Younger demographics are consuming audio content across multiple platforms (e.g., Spotify, YouTube, podcasts), making it increasingly difficult to maintain audience loyalty and engagement 5 Advertisers are pursuing programmatic audio investments industry-wide, creating the need to identify supporting technology solutions Technology Solutions 6

C O N F I D E N T I A L Recent RMLC Agreement 9 Settlement Overview • In August 2025, the Radio Music License Committee (RMLC) reached settlement agreements with ASCAP/BMI to resolve rate litigation for music licensing o The agreement will be effective January 1, 2022 through December 31, 2029, with retroactive fees applied • BMI secured its largest rate increase ever for the radio industry with fees increasing ~20% from 1.78% of gross revenue under the previous agreement to 2.14% in 2022, gradually increasing to 2.20% by 2026 and remaining steady through 2029 o BMI also introduced a minimum annual fee of $773 per station, ensuring that smaller broadcasters contribute a baseline amount New Agreement BMI Royalty Rates Implications for Urban One BMI fees are expected to be in line with 2024; rate increases are expected to be offset by declining revenue 1 Urban One expects the retroactive payment to be ~$3 million for the 2022 – 2024 period (~$1 million annually); final charges will be provided in the October invoice and recorded as an out-of-period expense 2 Company expects to balance retroactive payments with ongoing debt repayment over the 18-month payment period through March 20271 3 Even given declining revenue forecasts, management has included $400k increase in costs to account for the higher royalty rates 4 1.78% 2.14% 2.14% 2.26% 2.19% 2.20% 2.20% 2.20% 2.20% Current 2022 2023 2024 2025 2026 2027 2028 2029 Source: Public information 1. Retroactive payments for the increased rates between 2022 and 2024 may be made by monthly instalments over an 18-month period beginning when invoiced in October 2025 through March 2027

C O N F I D E N T I A L Radio – Historical Performance 10 1 2 • National advertising expected to soften (17%) in 2025 while local direct revenues is demonstrating resilience, declining only (4%) o Management has strategically shifted focus to local direct business and digital extensions o Washington, DC market repositioned with new talent additions and programming enhancements, including the Rickey Smiley Morning Show o North Carolina markets diversifying revenue base following normalization of sports betting advertising cycle • Programming expense is largely fixed as talent and support staff are paid salaries with bonus potential • Normalized G&A expected following $1 million one-time bad debt expense in 2025 o Sales costs are increasing as share of audience extension market grows • Political ad revenue is high margin and impacts non-election years, offset by high fixed cost base CommentaryRadio Broadcasting P&L 1 2 3 3 4 Note: 2023A figures include partial year contribution only from net acquisition of two Houston radio stations; four stations acquired and two divested 1. Segment information for 2024A has been recast to conform to operating expenses used to evaluate segment performance; no reclassification for 2023A 2. For reporting purposes, digital revenues and expenses are re-allocated to the digital segment 3. EBITDA margin calculated on net revenues excluding revenue allocated to the digital segment $ in millions CAGR 2023A 2024A 2025E 23A-25E Net Revenue National $53.1 $48.3 $40.2 (13.0%) Local NTR Spot 98.3 $99.1 $95.5 (1.4%) Political 3.3 $17.5 $2.3 (17.4%) Network, NTR and Other 19.3 21.4 21.4 5.4% Digital 23.0 23.1 18.7 (9.8%) Direct Expenses (18.3) (19.8) (16.2) (5.8%) Net Revenue $178.8 $189.5 $161.9 (4.8%) % Growth 6.0% (14.6%) Operating Expenses1 Technical 11.5 12.3 12.6 4.7% Internet 2.6 2.9 2.9 NA Production 1.7 1.8 1.6 (3.7%) Programming 30.5 32.3 28.8 (2.8%) Marketing and Promotions 3.6 5.7 4.2 8.8% Special Events 3.0 3.4 2.5 (9.9%) Sales Exp 49.7 52.0 51.7 1.9% General and Administrative 28.9 30.0 26.5 (4.3%) Trade Expenses 1.1 1.3 1.0 (4.8%) Operating Expenses $132.6 $141.6 $131.7 (0.3%) Add Backs: 1.5 0.9 0.2 (65.5%) Intercompany Allocations:2 (11.6) (10.8) (5.8) (29.2%) Adj. EBITDA $36.1 $38.1 $24.5 (17.5%) % Margin 3 23.1% 23.0% 17.2%4

C O N F I D E N T I A L Radio – Historical Performance by Market 11 Market Radio Net Revenue1 Radio Adj. EBITDA Market Trends $ in millions 2023A 2024A 2025E CAGR 2023A 2024A 2025E CAGR 4 Dallas, TX % Growth / Margin $7.5 $6.8 (8.3%) $6.4 (6.3%) (7.3%) $1.1 15.4% $0.5 7.4% $0.3 5.0% (47.1%) • Dallas is outperforming the market locally driven by growth in local personal injury attorneys, their largest category; growth focus is increasing digital billing3 6 Houston, TX2 % Growth / Margin $28.4 $38.1 34.1% $36.1 (5.3%) 12.7% $12.0 42.3% $14.4 37.7% $15.3 42.5% 13.0% • Houston is closing the gap on total spot performance with local digital pacing up by 28% for 2025 7 Atlanta, GA % Growth / Margin $25.6 $26.9 4.8% $20.5 (23.7%) (10.6%) $11.6 45.2% $13.0 48.2% $7.4 36.2% (19.9%) • Atlanta leads in local spot performance driven by personal injury attorneys and is growing through improving national market share and increased digital billing3 8 Washington, DC % Growth / Margin $17.7 $15.9 (10.1%) $13.1 (17.4%) (13.8%) $4.7 27.3% $3.6 22.5% $2.9 21.9% (22.9%) • The market underwent significant management changes in 2025, including adding three veteran sales reps and adding the Rickey Smiley Morning Show on WMMJ 9 Philadelphia, PA % Growth / Margin $5.8 $6.4 11.8% $4.8 (26.0%) (9.0%) $0.7 11.3% $1.1 16.3% $0.3 5.7% (35.5%) • Despite headwinds due to significant year-over-year decline in political revenue, the market is on pace to increase local spot by 12.9% in 2025 20 Charlotte, NC % Growth / Margin $14.2 $16.4 15.2% $13.0 (20.5%) (4.3%) $2.3 16.1% $3.9 24.1% $1.0 7.7% (34.1%) • Market total spot spend is down (19.4%) YTD due to lower gambling revenue, but the cluster is outperforming the market with a decline of (18.9%) 22 Baltimore, MD % Growth / Margin $13.4 $13.1 (1.6%) $11.3 (14.2%) (8.2%) $6.0 44.8% $5.3 40.5% $3.9 34.6% (19.3%) • Baltimore cluster is growing its spot revenue share to 26.1% YTD compared to 25.2% in the prior year, despite a soft market 33 Cincinnati, OH % Growth / Margin $5.8 $6.0 3.1% $5.3 (12.0%) (4.8%) $1.8 30.6% $2.0 33.8% $1.2 23.5% (16.6%) • While the market is soft overall, Urban One is outperforming the total spot market by 3 points YTD 35 Raleigh-Durham, NC % Growth / Margin $7.7 $11.0 42.1.% $6.3 (42.6%) (9.7%) $2.5 32.0% $4.6 42.3% $1.0 15.4% (37.2%) • The market is facing significant declines year-over-year due to lessened gambling and political revenue 36 Columbus, OH % Growth / Margin $6.5 $6.2 (4.9%) $5.5 (10.8%) (7.9%) $1.5 23.5% $1.3 20.8% $0.9 16.0% (24.1%) • Columbus total spot market is challenged as the political climate and anti-immigrant sentiment has led to lower ad spend and live event engagement at the Spanish station 37 Cleveland, OH % Growth / Margin $11.1 $10.4 (6.5%) $8.8 (15.7%) (11.2%) $3.4 30.8% $3.6 34.3% $2.4 27.1% (16.6%) • Despite significant change in political revenues from the prior year, the Cleveland cluster is outperforming the total spot market YTD ((7.1%) vs (13.3%), respectively) 38 Indianapolis, IN % Growth / Margin $24.5 $25.2 2.8% $23.6 (6.0%) (1.7%) $5.2 21.1% $4.6 18.2% $4.7 20.0% (4.3%) • Indianapolis leads all revenue categories within its market with a 51.2% total market share YTD, showcasing the company’s ability to drive growth and gain market share 51 Richmond, VA % Growth / Margin $5.1 $4.9 (3.3%) $5.0 1.6% (0.9%) $0.8 15.8% $0.3 6.0% $1.0 20.6% 13.1% • Market is expected to benefit from significant political revenue in back half of 2025, and pacing positive in total spot YTD 1. Urban One includes Digital Revenue related to each station within that station’s P&L 2. 2023A figures include partial year contribution only from net acquisition of two Houston radio stations; four stations acquired and two divested 3. Urban One aims to increase market share by selling more digital advertising to existing and new radio customers

C O N F I D E N T I A L Radio – Local Agency Ad Revenue by Market 12 1. Market rank per BIA 2. 2023A figures include partial year contribution only from net acquisition of two Houston radio stations; four stations acquired and two divested Commentary Local Agency Sales by Market ($ in millions) • Local agency revenue is less resilient relative to local direct ad revenues – revenue across markets is trending down • Over the last few years, larger advertising clients have shifted to building in-house agency capabilities, shifting spend from agency to direct channels • Urban One’s local agency business is migrating toward digital campaigns, decreasing the supply for local radio spot revenue o As a result, local radio growth is largely a function of growth in digital, which grew from ~6% to ~8% of overall radio revenue in 2024 • Larger, top 10, markets and those that host higher ranked stations have more local business from agency relative to direct 2.2 9.7 12.3 5.1 1.7 6.8 3.9 1.8 2.7 2.2 3.2 8.6 1.5 2.5 13.8 11.1 4.6 1.2 6.2 3.5 1.9 2.6 1.9 3.0 7.8 1.6 2.4 13.0 10.2 4.1 1.2 5.7 3.3 1.8 2.7 1.7 2.5 7.2 1.6 FY23A FY24A FY25E Market Dallas, TX Houston, TX2 Atlanta, GA Washington, DC Philadelphia, PA Charlotte, NC Baltimore, MD Cincinnati, OH Raleigh- Durham, NC Columbus, OH Cleveland, OH Indianapolis, IN Richmond, VA Rank1 4 6 7 8 9 20 22 33 35 36 37 38 51

C O N F I D E N T I A L Radio – Local Direct Ad Revenue by Market 13 Commentary Local Direct Revenue by Market ($ in millions) • Urban One has a strong foothold in the local direct marketplace, outperforming competitors in 8 markets year-to-date by driving new direct business o The key target demographic continues to be those aged 25-54, followed by 18-49 o Clients within Legal Services represent the largest advertisers within the Radio segment, nearly doubling their contribution to total revenue in the last three years from 14% to 24% o Other top contributors (as a % of local revenue) include Healthcare (12%), Government/Public (12%), Entertainment (11%) and Auto (8%) • Headwinds related to reduction in DEI focused campaign continue to impact local revenues, however, importance of targeting a diverse audience provides strategic opportunities for share gain o Urban One reaches over 64% of Black America, with ~70% of Urban One’s audience being of diverse background 2.0 6.4 3.1 3.8 1.2 2.2 4.1 1.7 0.8 1.3 2.8 6.4 1.2 1.8 8.7 2.7 3.0 1.5 2.3 3.6 1.7 0.8 1.3 2.1 6.9 1.2 1.8 8.2 3.1 2.7 1.5 2.4 3.6 1.9 0.8 1.3 2.6 6.9 1.2 FY23A FY24A FY25E Market Dallas, TX Houston, TX2 Atlanta, GA Washington, DC Philadelphia, PA Charlotte, NC Baltimore, MD Cincinnati, OH Raleigh- Durham, NC Columbus, OH Cleveland, OH Indianapolis, IN Richmond, VA Rank1 4 6 7 8 9 20 22 33 35 36 37 38 51 1. Market rank per BIA 2. 2023A figures include partial year contribution only from net acquisition of two Houston radio stations; four stations acquired and two divested

C O N F I D E N T I A L Radio – National Ad Revenue by Market 14 Commentary 2.5 10.8 8.2 6.6 1.9 2.9 4.1 1.6 3.2 1.8 3.2 4.6 1.2 1.9 13.1 6.4 5.1 1.6 4.0 3.9 1.2 2.6 1.1 2.6 3.8 1.0 1.7 12.8 5.0 3.3 1.3 2.3 3.2 0.9 1.7 0.9 1.9 4.0 1.1 FY23A FY24A FY25E National Ad Revenue by Market ($ in millions) • National advertising trends reflect industry-wide challenges, with Miller Kaplan estimating a (12.4%) market decline through June relative to an Urban One decline of (19.5%) o Ex-political performance in line with, or exceeding market benchmarks o The Telecom category represents the largest portion of national revenue at 20%, along with Retail (17%), Financial (11%), Government/Public (11%) Services (11%), Healthcare (7%) and Auto (5%) o Actively reducing concentration risk and impact of attrition in corporate sales revenue from select consumer goods and auto accounts • Washington, DC market implementing strategic repositioning with programming enhancements and rate optimization to drive recovery in market share and ratings • Raleigh-Durham and Charlotte, NC are impacted by natural maturation of the sports betting advertising cycle post legalization in 2024 • Ohio markets showing mixed performance with share gains in Cleveland and Columbus offsetting softness in Cincinnati; management focusing resources on highest-opportunity markets Market Dallas, TX Houston, TX2 Atlanta, GA Washington, DC Philadelphia, PA Charlotte, NC Baltimore, MD Cincinnati, OH Raleigh- Durham, NC Columbus, OH Cleveland, OH Indianapolis, IN Richmond, VA Rank1 4 6 7 8 9 20 22 33 35 36 37 38 51 1. Market rank per BIA 2. 2023A figures include partial year contribution only from net acquisition of two Houston radio stations; four stations acquired and two divested

C O N F I D E N T I A L Radio – Political Ad Revenue by Market 15 Commentary 0.0 0.3 0.2 0.1 0.2 0.3 0.1 0.3 0.0 0.2 0.3 0.7 0.4 0.1 0.7 4.4 0.8 1.4 1.6 1.1 0.7 2.9 0.6 1.5 0.7 0.10.0 0.1 0.2 0.6 0.1 0.2 0.1 0.1 0.1 0.1 0.1 0.2 0.5 FY23A FY24A FY25E Political Ad Revenue by Market ($ in millions) • 2025 revenue largely due to Virginia governor’s race and other local and state elections – benefit seen in DC and Richmond • Planning for a robust 2026 political year has already started, with the biggest political battles starting to take shape in Urban One markets for congressional, senatorial and gubernatorial races o Senate battleground states will be in Georgia and North Carolina o Key congressional races in Ohio, Pennsylvania, Texas and Virginia o Key gubernatorial races in Georgia, Maryland, Ohio, Pennsylvania and Texas Market Dallas, TX Houston, TX2 Atlanta, GA Washington, DC Philadelphia, PA Charlotte, NC Baltimore, MD Cincinnati, OH Raleigh- Durham, NC Columbus, OH Cleveland, OH Indianapolis, IN Richmond, VA Rank1 4 6 7 8 9 20 22 33 35 36 37 38 51 1. Market rank per BIA 2. 2023A figures include partial year contribution only from net acquisition of two Houston radio stations; four stations acquired and two divested

C O N F I D E N T I A L Cable Television – Historical Performance 16 1 2 5 • Linear television subscriber churn continues to impact cable networks and expected to be in the low double digit for 20253 o While TV One's affiliate revenue is decreasing, the network is expanding its AVOD/FAST offerings across major platforms including Tubi, Peacock, Amazon, and several others • TV One reduced and/or eliminated certain programming and high- cost loss leader series, without impact on ratings/delivery o Through 1H 2025, TV One is exceeding budget goals • Savings reflect 2024 workforce reduction of ~5% of TV One workforce, as well as open positions that continue to be carried • Upward inflationary pressures that were partially offset in 2025 by savings from reduced marketing and favorable bad debt expense • EBITDA margin degradation is due to high level of fixed costs, and programming minimums coupled with declining revenues CommentaryCable Television P&L 1 2 3 5 $ in millions CAGR 2023A 2024A 2025E 23A-'25E Net Revenue1 Advertising Sales $108.3 $99.0 $90.4 (8.6%) Affiliate Sales 87.7 77.1 70.3 (10.5%) Other Revenue 0.2 0.1 0.1 (17.4%) Net Revenue $196.2 $176.1 $160.8 (9.5%) % Growth (10.2%) (8.7%) Operating Expenses2 Program Content 53.5 50.1 44.1 (9.2%) Operations 1.7 2.5 2.3 16.4% On-Air Promotions 1.2 1.5 1.0 (12.4%) Salaries & Related 21.7 22.3 20.6 (2.5%) Travel & Entertainment 1.6 1.7 1.1 (18.0%) Sales & Marketing 24.3 27.3 25.1 1.5% General & Administrative 4.6 4.7 3.9 (7.2%) Operating Expenses $108.6 $110.0 $98.1 (5.0%) Add Backs: 1.2 0.6 (0.0) N/A Adj. EBITDA $88.8 $66.7 $62.8 (15.9%) % Margin 45.2% 37.9% 39.0% 4 3 4 1. Segment information for 2024A has been recast to reclassify a portion of revenues from our CTV offering from the Digital segment to the Cable Television segment; no reclassification for 2023A 2. Segment information for 2024A has been recast to conform to operating expenses used to evaluate segment performance; no reclassification for 2023A 3. U.S. Traditional residential multichannel forecast per S&P Global Market Intelligence

C O N F I D E N T I A L Cable Television – Advertising Sales Commentary 17 Advertising Sales Detail $ in millions CAGR 2023A 2024A 2025E 23A-25E Advertising Sales National Sales $80.2 $66.3 $51.3 (20.0%) Ad Revenue - CTV 0.0 9.6 14.1 N/A Direct Response Sale 13.6 9.1 8.7 (20.2%) Paid Programming 0.7 0.5 0.4 (24.8%) AVOD/FAST 1.5 3.3 4.8 81.8% Barter 0.3 - - (100.0%) Advertising Sales - CLEO TV 12.0 10.1 11.1 (3.7%) Advertising Sales $108.3 $99.0 $90.4 (8.6%) 1 4 2 3 • Overall TV One advertising revenue is tracking with the increase in industry subscriber churn of 11% over Q4’ 2024 and Q1’ 20252 o Audience as a percentage of Nielsen’s Universe has been relatively flat over the last 3 years3 • To balance the loss of linear revenues, Urban One has expanded Connected Television Advertising (CTV) efforts o CTV allows advertisers to target audiences with more precision with dynamic ad insertion o Expansion in CTV will continue into late 2025 with additional vMPVD’s • AVOD/FAST is an area of significant growth, and includes ads on 3rd party platforms like Amazon and Peacock o Expected to add Roku and Vizio to the portfolio in the near term • CLEO TV viewership benefited from Nielsen panel changes in Q1 2025 o Q4 2025 Nielsen methodology transition (45M households) expected to improve measurement stability for niche networks 1. Segment information for 2024A has been recast to reclassify a portion of revenues from our CTV offering from the Digital segment to the Cable Television segment; no reclassification for 2023A 2. Estimate per N Screen Media 3. Nielsen Npower; based on prime and total day ratings P25-54 from 2023 to Q2 2025 2 3 4 1 1

C O N F I D E N T I A L Cable Television – Affiliate Sales 18 1. Affiliate Revenue – PR represents prior period adjustments given affiliate reporting practices 2. Subscriber percentage is calculated based on total subscribers based on affiliate remittances to TV One Affiliate Sales Detail 1 $ in millions CAGR 2023A 2024A 2025E 23A-25E Affiliate Sales Affiliate Sales $95.6 $84.6 $77.3 (10.1%) Affiliate Sales - PR1 (2.9) (2.5) (1.8) (21.2%) Launch Amoritization (5.0) (5.0) (5.2) 2.4% Affiliate Sales $87.7 $77.1 $70.3 (10.5%) Memo: Rate Card Avg. TV One Gross Rate Card $0.281 $0.295 $0.310 3.3% Affiliate Renewal Schedule Subscriber Penetration Term Affiliate #1 22% Dec-25 Affiliate #2 2% Sep-26 Affiliate #3 3% Sep-26 Affiliate #4 7% Oct-26 Affiliate #5 37% Dec-26 Affiliate #6 26% Jan-27 Others 3% Total Subscriber Penetration 100% 2 • Linear subscriber churn continues to impact Affiliate Sales o Management expects subscriber loss to continue in the near term but double-digit pace to slow to single-digit in coming quarters • Potential Charter/Cox merger will have a less than $0.7 million annual effect on Affiliate Sales o Potential ad sales upside from access to more subscribers post merger • The first major Affiliate renewal will occur at the end of 2025 o Affiliate has indicated desire to renew (22% of total subs)2 o Other major renewals will occur in 2026 and early 2027, representing 64% of total subs 2 Commentary 2 1 1 2

C O N F I D E N T I A L Cable Television – Ratings Overview 19 Source: Nielsen Nielsen Subscribers Total Day P25-54 Coverage Rating 42.9 40.7 37.2 36.4 32.8 33.6 TV One CLEO TV 0.07 0.01 0.06 0.01 0.07 0.02 TV One CLEO TV 2025E2023A 2024A Total Day P25-54 Delivery (millions) 23 5 16 3 15 4 TV One CLEO TV

C O N F I D E N T I A L Cable Television – African American Network Ratings 20 Source: Nielsen Total Day P25-54 African American Coverage Rating 0.18 0.13 0.18 0.16 0.07 0.32 0.23 0.14 0.32 0.59 0.17 0.12 0.16 0.14 0.05 0.19 0.26 0.11 0.28 0.51 0.14 0.10 0.17 0.13 0.12 0.15 0.24 0.14 0.30 0.43 Oxygen BET Her Bounce TV Lifetime Cleo TV VH1 LMN Bravo TV One BET Q2 20252023A 2024A Prime P25-54 African American Coverage Rating 0.21 0.19 0.19 0.25 0.10 0.42 0.30 0.29 0.46 0.78 0.21 0.19 0.17 0.20 0.06 0.26 0.36 0.24 0.44 0.64 0.14 0.17 0.18 0.19 0.20 0.24 0.29 0.31 0.45 0.51 Oxygen BET Her Bounce TV Lifetime Cleo TV VH1 LMN Bravo TV One BET

C O N F I D E N T I A L Cable Television – TV One Award Impact 21 TV One Award Liability Cash Payment Amounts P&L Expense Amount $23.0 $10.4 $11.7 2023A 2024A Q2 2025 YTD $2.9 $2.1 $2.7 2023A 2024A Q3 2025 YTD $ millions $0.2 ($10.4) $1.3 2023A 2024A Q2 2025 YTD Commentary • In January 2024 the company, in consultation with its auditors, prospectively changed the definition of Adjusted EBITDA to include the TV One award expense o Due to the reduced valuation of the Cable TV reporting unit, this resulted in a $10.4m net benefit (reduced corporate expenses) in 2024 • TV One Awards expense expected to return to a normalized level, with a net expense of ~$2m, on a run-rate go-forward basis • Future volatility is expected to be minimal, unless there is a material change in the valuation of the Cable TV assets • See page 34 for additional detail on impact to financials Liability amount is expected to be paid out upon the sale of TV One; cash payments accrue on the balance sheet and are adjusted when paid The TV One Award on a cash basis is expected to be roughly $2 million per year and is calculated as ~4% of TV One dividends Captures increases / (decreases) to the award liability by a debit / (credit) booked to expenses on the P&L based on changes to the valuation of TV One

C O N F I D E N T I A L • Sharp revenue decline in 2025 attributed to pullback in Black media spending (5% decline in 20244) alongside tariffs and DEI dynamics, creating general volatility in the marketplace • Radio station revenue declines partially driven by restructuring of third-party deal at below market rates, and offset by growth in the audience extension business o The audience extension business allows Urban One to tap a wider client base across radio and TV clients with attractive margins • Lower site traffic results in higher costs as excess inventory is filled by running third-party campaigns and shift in product mix to pre-roll video • Audience extension business has relatively higher costs due to ad placement expenses on third-party platforms • Loss of high margin streaming revenue (see above) and decline in website traffic has led to higher TAC (traffic acquisition costs) resulting in Digital margin decline Digital – Historical Performance 22 1. Segment information for 2024A has been recast to reclassify a portion of revenues from our CTV offering from the Digital segment to the Cable Television segment; no reclassification for 2023A 2. Segment information for 2024A has been recast to conform to operating expenses used to evaluate segment performance; no reclassification for 2023A 3. iOne sales team sells inventory from Radio and REACH directly and indirectly that is distributed to those divisions 4. Estimate per AdAge 1 3 4 5 CommentaryDigital P&L 1 2 3 4 $ in millions CAGR 2023A 2024A 2025E 23A-25E Net Revenue1 iOne Digital Revenue $52.8 $38.9 $33.4 (20.5%) Radio Station Net Digital Revenue 22.6 23.7 19.6 (6.9%) TV One Digital Revenue 1.8 2.1 (0.2) N/A Reach Digital Revenue 2.7 3.6 2.8 0.9% Revenue Eliminations (4.3) (5.6) (4.5) 2.2% Net Revenue $75.5 $62.8 $50.9 (17.9%) % Growth (16.8%) (18.9%) Operating Expenses2 iOne Digital Cost of Revenues 14.1 14.6 12.6 (5.5%) iOne Digital Operating Expenses 22.7 16.6 15.5 (17.3%) Rev Share to R1 Digital3 4.3 4.8 3.2 (14.0%) Radio Stations Digital Expense 11.0 13.0 13.8 11.9% TV One Digital Expense - 0.6 - N/A Reach Digital Expenses 0.6 0.6 0.5 (16.0%) Digital Hub Costs 6.3 5.2 5.3 (8.3%) Expense Eliminations (3.5) (6.1) (4.6) 13.9% Operating Expenses $55.5 $49.3 $46.2 (8.7%) Add Backs: 0.8 (0.5) 0.0 (94.5%) Adj. EBITDA $20.8 $13.1 $4.7 (52.5%) % Margin 27.5% 20.8% 9.2% 2 5

C O N F I D E N T I A L Reach Media – Historical Performance 23 1. Segment information for 2024A has been recast to conform to operating expenses used to evaluate segment performance; no reclassification for 2023A CommentaryReach Media P&L $ in millions CAGR 2023A 2024A 2025E 23A-25E Net Revenue Syndicated Shows $42.3 $37.1 $24.8 (23.4%) Events 10.6 10.1 8.0 (13.2%) Net Revenue $52.9 $47.3 $32.8 (21.3%) % Growth (10.6%) (30.6%) Operating Expenses1 Syndicated Shows 26.2 23.2 22.9 (6.5%) Events 8.7 9.0 7.3 (8.4%) Corporate Expenses 3.2 2.9 2.6 (10.4%) Operating Expenses $38.1 $35.0 $32.8 (7.2%) Add Backs: 0.2 (0.6) 0.1 N/A Adj. EBITDA $14.9 $11.6 $0.1 (93.4%) % Margin 28.2% 24.6% 0.2% 1 2 • Four accounts drove ~50% of the sales decline during the period, one of which was related to political campaign o Annual recalibration of advertiser and agency focus away from DEI and African American target audience were net negative impacts • Relatively modest decline in expenses due to limited flexibility of high fixed costs o Although current talent agreements are profit-share based, inclusion of minimum guarantees limits short-term expense reductions • Several efforts to reduce expenses were implemented including moving Reach offices, salary reductions and restructuring of management 1 2 3 3

C O N F I D E N T I A L 2025 Quarterly Performance Update 24 Note: LFCF excludes the impact of bond repurchases • Seasonality in Q3 / Q4 is historically a positive impact to iONE revenues as holiday season and back-to- school spending increases • In February of 2025, Urban One completed a workforce reduction across functions, offsetting the impact of declining revenue and tightening margins • Overall margins are down from 2024, driven by non-recurring mid- term political advertising o Changing corporate DEI policies further exasperated continued subscriber churn in TV and reduced demand in Digital and Reach Commentary2025 Quarterly P&L 1 2 3 $ in millions Q1'25A Q2'25A Q3'25E Q4'25E Net Revenue Radio Broadcasting $32.6 $36.7 $36.1 $37.0 Cable Television 44.2 40.1 39.4 37.1 Digital 10.2 10.3 14.1 16.3 Reach Media 5.9 5.3 6.3 15.4 Corporate / Eliminations / Other (0.6) (0.7) (0.6) (0.6) Consolidated Net Revenue $92.2 $91.6 $95.3 $105.2 % Growth (0.7%) 4.0% 10.4% Operating Expenses Radio Broadcasting 29.9 29.8 29.1 29.2 Cable Television 25.6 22.0 24.3 26.1 Digital 10.2 10.4 12.7 13.0 Reach Media 6.5 7.0 6.1 13.2 Corporate / Eliminations / Other 8.5 9.0 7.0 6.7 Operating Expenses $80.7 $78.1 $79.2 $88.3 Add Backs Radio Broadcasting 0.1 0.0 0.0 0.0 Cable Television (0.0) - - - Digital 0.0 - - - Reach Media 0.1 - 0.0 0.0 Corporate / Eliminations / Other 1.1 0.5 0.1 0.1 Add Backs $1.3 $0.5 $0.2 $0.2 Adj. EBITDA Radio Broadcasting 2.8 6.9 7.0 7.7 Cable Television 18.6 18.1 15.1 11.0 Digital 0.1 (0.1) 1.4 3.4 Reach Media (0.6) (1.7) 0.1 2.1 Corporate / Eliminations / Other (8.1) (9.2) (7.4) (7.2) Consolidated Adj. EBITDA $12.9 $14.0 $16.2 $17.0 % Margin 13.9% 15.2% 17.0% 16.2% (-) Cash Interest Expense, Net (20.6) (0.2) (17.6) 0.6 (-) Cash Taxes (0.0) (0.1) (0.2) (0.2) (-) TV Content Spend, Net 0.4 (1.1) 1.7 2.0 (+/-) Other Income / (Expense) (4.5) (0.1) (2.4) 0.2 (+/-) Change in Net Working Capital 10.3 (9.2) 0.8 (5.3) (-) Capex (2.5) (1.2) (3.1) (3.1) Levered Free Cash Flow ($4.2) $2.0 ($4.5) $11.3 (-) Completed Debt Buybacks (16.4) (33.2) (2.3) - Levered Free Cash Flow After Debt Buybacks ($20.6) ($31.2) ($6.8) $11.3 1 2 3

C O N F I D E N T I A L BUSINESS PLAN OVERVIEW 25

C O N F I D E N T I A L $131 $103 $60 $70 2023A 2024A 2025E 2026E $478 $450 $384 $392 2023A 2024A 2025E 2026E Adj. EBITDA ($ in millions)Consolidated Net Revenue ($ in millions) Overview of Forecasted Performance 26 Commentary • Urban One has been active in identifying and addressing factors within the company’s control that contributed to its double-digit revenue decline in 2025, implementing targeted initiatives to stabilize and reverse these trends • The company anticipates a modest rebound in 2026, supported by market tailwinds and leveraging operational efficiencies o Radio: Market conditions will support a mild recovery with revenue growth of 4% following a double-digit decline in 2025 o Cable TV: Revenue continues to be under pressure as industry-wide subscriber churn is reflective of a challenging environment o Digital: Revenue diversification and expansion of the audience extension business will boost the segment, returning to growth in 2026 o Reach Media: Following a challenging 2025, the segment is well-positioned to be a key driver of growth within the Urban One portfolio • While Urban One operates with a largely fixed cost base, including certain contractual obligations, the company has undertaken a series of initiatives to optimize costs Note: 2023A figures include partial year contribution only from net acquisition of two Houston radio stations; four stations acquired and two divested % Growth–% % Margin–% (6%) (15%) 2% 23% 16% 18%27%

C O N F I D E N T I A L • Management has forecasted Radio on a market-by-market basis, expecting an overall blended total spot market decrease of (1.5%) including Political in 2026 o This follows a double-digit decline in 2025 due to economic uncertainty and lower political ad spending o Industry-wide spot market declined (12.1%) YTD through June 2025 • The more than anticipated decline in 2025 reflects broader market conditions and timing of specific revenue streams o Results impacted by sports gambling market maturation, political cycle, and transition of national streaming partnership • Revenue expected to improve in 2026 driven by mid-term political advertising and digital expansion initiatives o Political revenue returning in competitive mid-term election cycle o Digital strategies positioned to drive incremental growth • EBITDA margins strengthening in 2026 from combination of revenue recovery and full-year impact of 2025 cost reductions $36 $38 $25 $31 2023A 2024A 2025E 2026E Net Revenue ($ in millions) Key Assumptions & Commentary Radio – Segment P&L Forecast 27 Adj. EBITDA ($ in millions) $156 $166 $142 $148 2023A 2024A 2025E 2026E Note: 2023A figures include partial year contribution only from net acquisition of two Houston radio stations; four stations acquired and two divested 6% (14%) 4% % Growth–% % Margin–% 23% 17% 21%23%

C O N F I D E N T I A L • Management has forecasted single-digit declines driven by ongoing shift of advertising spend away from TV and lower Affiliate Sales, but offset by growth in CTV and AVOD/FAST o Industry-wide linear subscriber churn of (10%) annually impacting Affiliate and Advertising revenue o TV One's ability to maintain stable ratings demonstrates strong content quality and viewer loyalty despite subscriber base changes • Material cost saving initiatives are driving margin protection o Newly negotiated ratings service contracts provide immediate cost benefits o Additional optimization opportunities identified but not yet reflected in forecast • EBITDA impact mitigated through combination of cost management and launch asset amortization • Multiple growth initiatives positioned to diversify revenue beyond traditional linear model o AVOD/FAST platform expansion accelerating o CTV opportunities and content partnerships in development o Direct-to-consumer options under evaluation Cable Television – Segment P&L Forecast 28 $196 $176 $161 $154 2023A 2024A 2025E 2026E (10%) (9%) (5%) % Growth–% % Margin–% 38% 39% 37%45% Net Revenue ($ in millions)1 Key Assumptions & Commentary Adj. EBITDA ($ in millions) $89 $67 $63 $56 2023A 2024A 2025E 2026E 1. Segment information for 2024A has been recast to reclassify a portion of revenues from our CTV offering from the Digital segment to the Cable Television segment; no reclassification for 2023A

C O N F I D E N T I A L • Management has forecasted revenue growth in 2026, driven by mid-term political spending and increasing market share in audience extension business o Further growth based on increasing digital spend, improved packaging of combined assets and growth in iOne's digital audio and video products • Digital segment diversifying from exclusive streaming partnership to multi-partner strategy, reducing concentration risk o Previous exclusive arrangement generated $6 million in revenue and EBITDA through 2024 • Audience extension business gaining strong momentum into H2 ‘25 o $2 million pipeline identified for Q4 ‘25 o Scaling opportunity as O&O capacity constraints removed, and product mix shifts toward higher-value offerings • Indirect streaming revenue model evolving from historical 100% margins (2020-2024) to sustainable levels o Traffic acquisition costs increasing with decreases in traffic o Audience extension delivering 40% gross margins at scale • Operating structure optimized in Q1 '25 with 18% workforce reduction o Further efficiency initiatives under evaluation Digital – Segment P&L Forecast 29 $75 $63 $51 $54 2023A 2024A 2025E 2026E (17%) (19%) 6% % Growth–% % Margin–% Net Revenue ($ in millions)1 Key Assumptions & Commentary 21% 9% 11%28% Adj. EBITDA ($ in millions) $21 $13 $5 $6 2023A 2024A 2025E 2026E 1. Segment information for 2024A has been recast to reclassify a portion of revenues from our CTV offering from the Digital segment to the Cable Television segment; no reclassification for 2023A

C O N F I D E N T I A L Reach Media – Segment P&L Forecast 30 $15 $12 $0 $7 2023A 2024A 2025E 2026E $53 $47 $33 $39 2023A 2024A 2025E 2026E (11%) (31%) 20% % Growth–% % Margin–% Key Assumptions & CommentaryNet Revenue ($ in millions) Adj. EBITDA ($ in millions) 25% 0% 17%28% • Management has forecasted Reach Media to be the fastest growing segment of the portfolio in 2026 due to expectation of recapturing market share lost in 2025 • Revenue declined in 2025 due to loss of key brands and network market softness, with recovery targeted for 2026 o Despite challenges, management is targeting 3% network radio market share in 2026, resulting in 20% revenue growth o Sales reorganization underway with three new sellers already onboarded • Integrated sales strategy leveraging Urban One's broader platform capabilities o Cross-selling opportunities across 100+ seller network and all Reach assets o Enhanced efficiency through consolidated sales efforts across markets • EBITDA margins expected to recover to 17% in 2026 from near break-even in 2025 o Mid-term political advertising providing high-margin revenue boost o Market share gains expected to establish sustainable baseline beyond political cycles

C O N F I D E N T I A L Operating Expense Detail 31 Note: 2023A figures include partial year contribution only from net acquisition of two Houston radio stations; four stations acquired and two divested 1. Segment information for 2024A has been recast to conform to operating expenses used to evaluate segment performance; no reclassification for 2023A 2. Per public disclosures and excludes impairment expense; peers include Beasley, Cumulus, Saga Communications and Townsquare CommentaryOperating Expense Detail • Programming and technical expenses are a large portion of the overall cost base and largely fixed o Talent agreements, among other content and licensing fees, have minimum payments and will be increasingly burdensome as revenues continue to decline • Salaries, cable TV marketing expense, Nielsen ratings and ad production are a significant portion of the fixed cost base, some of which is contractually required o Where revenue impact is limited, significant cuts have been made to discretionary advertising and promotional spend • Urban One reduced workforce and restructured management teams and office spaces proactively to manage variable costs o Continued identification of opportunities is key part of managements ongoing planning • Operating expense as a percentage of revenue is increasing due to high fixed costs coupled with declining revenues; however, Urban One benchmarks well against peers (83% vs 95%)2 1 2 $ in millions CAGR 2023A 2024A 2025E 23A-25E Operating Expenses Programming and technical 136.9 135.2 121.8 (5.7%) Sales and Marketing 130.2 130.7 120.4 (3.9%) G&A 95.8 94.2 84.2 (6.3%) Operating Expenses $362.9 $360.1 $326.3 (5.2%) Total Net Revenue $477.7 $449.7 $384.3 (10.3%) 2023A 2024A 2025E 2026E Operating Expenses by Segment1 Radio Broadcasting 121.6 128.6 117.9 116.3 Cable Television 108.6 110.0 98.1 97.4 Digital 55.5 49.3 46.2 47.4 Reach Media 38.1 35.0 32.8 32.7 Corporate / Eliminations / Other 39.0 37.1 31.2 27.4 Operating Expenses $362.9 $360.1 $326.3 $321.2 Operating Expenses as % of Net Revenue Radio Broadcasting 77.8% 77.6% 82.9% 78.9% Cable Television 55.4% 62.5% 61.0% 63.4% Digital 73.5% 78.5% 90.8% 87.9% Reach Media 72.1% 74.1% 100.2% 83.2% Total Operating Expenses 76.0% 80.1% 84.9% 82.0% 1 3 2 3 4 4

C O N F I D E N T I A L 83% 87% 94% 98% 102% 117% 95% 95% 98% 129% Urban One Townsquare Beasley Saga Cumulus Total Operating Expense Benchmarking 32 Source: Capital IQ; public disclosures Total Operating Cost as a Percentage of 2024A Revenue 2024A Net Revenue $450 $451 $240 $113 $827 2024A Adj. EBITDA $103 $83 $21 $9 $59 Margin 23.0% 18.5% 8.8% 7.7% 7.2% Excl. Impairment Expense Incl. Impairment Expense

C O N F I D E N T I A L Cost Savings Opportunities 33 Radio & Reach Digital Cable Television Corporate • Savings primarily driven by consolidation of the Indianapolis studio and office • Further savings realized with the reorganization of radio management, national sales operation and Washington, DC programming • In February, the company completed a reduction in workforce, eliminating ~5% of staff (7 positions) – expected to result in $1.4 million in annual savings • In February, the company completed a reduction in workforce, eliminating 18% of staff (~16%+ of total compensation expense) • Growing traffic to reduce dependency on traffic acquisition costs • Corporate expense savings primarily driven by reductions in financial professional fees, corporate IT and software IT licenses • Additional areas that were targeted in this effort include corporate finance, HR, Legal and T&E • Consolidated corporate and Cable TV office space into the Urban One headquarters, saving $1 million annually across the two segments Beyond Exploring AI to reduce radio broadcast production costs and further consolidating shared services such as traffic and finance Further staffing reductions considered as subscriber churn continues to suppress cable television revenue Currently evaluating all digital vendors to continue to cut expenses and streamline operations Evaluate cost reduction opportunities across external audit and legal, move to a self-insured medical model across the organization; pay director fees in stock Cost Savings Included in 2026 Forecast

C O N F I D E N T I A L Corporate Expense Detail 34 CommentaryCorporate Expense Detail • Due to the reduced valuation of the Cable TV reporting unit, there was a $10.4m net benefit (reducing corporate expenses) to the TV One Award expense in 2024 • The most significant increase YoY in 2024 was attributable to third-party professional fees related to the audit and remediation efforts in Finance, followed by an increase in Software License fees post the company’s data breach o The elevated level of expenses are expected to be reduced by ~50% through the forecast period • Excluding the impact of the $10.4 million benefit from the accounting change from the TV One award, total corporate expenses (excluding add-backs to Adjusted EBITDA) were about $36.4 million in 2024 compared to $29.5 million in 2023 • Normalizing for the non-cash impact of the net benefit included in corporate expenses in 2024 shows Urban One’s significant reductions in corporate expenses, and is expected to continue in 2026 1 2 1 3 2 3 4 4 $ in millions 2024A 2025E 2026E 24-25 Δ 25-26 Δ Total Payroll excl Bonus/Award $13.0 $13.2 $12.6 2% (5%) Bonus 0.5 - - (100%) N/A TV One Award (10.4) 1.9 1.9 N/A – Software License Fees 4.9 4.4 4.1 (10%) (7%) Legal and Professional Fees 6.9 4.4 3.4 (36%) (23%) Contract Labor and Consultants 2.4 1.5 1.5 (38%) – Other Outside Services 1.6 1.5 1.5 (10%) – Facilities and Office Exp 2.0 1.3 1.3 (32%) – T&E 1.8 1.2 1.1 (37%) (9%) Employee Benefits 1.5 1.3 1.3 (11%) – Insurance, Tax Items, Other 1.7 1.3 1.3 (26%) – Corporate expense, excl. add-backs 26.0 32.0 30.0 23% (6%) (+/-) TV One Award expense incl. in Adj. EBITDA 10.4 (1.9) (1.9) N/A – (+) TV One Award cash payment 2.1 2.7 1.9 29% (30%) Normalized corporate expense, excl. add-backs $38.6 $32.7 $30.0 (15%) (8%)

C O N F I D E N T I A L Cash Flow Forecast 35 Note: 2023A figures include partial year contribution only from net acquisition of two Houston radio stations; four stations acquired and two divested 1. Segment information for 2024A has been recast to reclassify a portion of revenues from our CTV offering from the Digital segment to the Cable Television segment; no reclassification for 2023A 2. Segment information for 2024A has been recast to conform to operating expenses used to evaluate segment performance; no reclassification for 2023A 3. 2023A LFCF includes cash proceeds of $136.8 million related to the sale of the MGM investment; removing the impact of the sale results in 2023A LFCF of $51.3 million Levered Free Cash Flow Summary • Expected increase from mid-term political ad revenue and a return to a 3% share of network market for Reach drive a positive increase to EBITDA • Net TV content spend expected to turn positive in 2025 reflecting the reduced investment in loss-leading original programming and reduction in number of overall premiere hours • Working capital estimated based on historical capital drivers and extrapolated through the forecast period • Capital expenditures peaking at $10 million for Indianapolis studio buildout in 2025 and expected to stay flat at $7 million per year beginning in 2026 • Free cash flow expected to improve substantially following the reduction in debt balance, and interest expense Commentary $ in millions 2023A 2024A 2025E 2026E Adj. EBITDA Radio Broadcasting $36.1 $38.1 $24.5 $31.2 Cable Television 88.8 66.7 62.8 56.2 Digital 20.8 13.1 4.7 6.5 Reach Media 14.9 11.6 0.1 6.6 Corporate / Eliminations / Other (29.5) (26.0) (32.0) (30.0) Consolidated Adj. EBITDA $131.0 $103.5 $60.1 $70.5 % Margin 27.4% 23.0% 15.6% 18.0% (-) Cash Interest Expense, Net (47.9) (44.7) (37.8) (29.2) (-) Cash Taxes (2.0) (2.5) (0.5) (0.5) (-) TV Content Spend, Net (2.7) (13.8) 3.0 2.4 (+/-) Other Income / (Expense) 119.9 (13.0) (6.8) - (+/-) Change in Net Working Capital (0.4) 17.7 (3.4) (5.8) (-) Capex (7.7) (7.2) (10.0) (7.0) Levered Free Cash Flow $190.3 $39.9 $4.6 $30.3 (-) Completed Debt Buybacks (22.3) (115.6) (51.9) - Levered Free Cash Flow After Debt Buybacks $168.0 ($75.6) ($47.3) $30.3 1 2 3 4 5 1 2 3 4 5 3 1,2

C O N F I D E N T I A L APPENDIX 36

C O N F I D E N T I A L Forecast Summary P&L Output 37 Note: 2023A figures include partial year contribution only from net acquisition of two Houston radio stations; four stations acquired and two divested 1. Segment information for 2024A has been recast to reclassify a portion of revenues from our CTV offering from the Digital segment to the Cable Television segment; no reclassification for 2023A 2. Segment information for 2024A has been recast to conform to operating expenses used to evaluate segment performance; no reclassification for 2023A 3. 2023A LFCF includes cash proceeds of $136.8 million related to the sale of the MGM investment; removing the impact of the sale results in 2023A LFCF of $51.3 million $ in millions CAGR 2023A 2024A 2025E 2026E 23A-26E Net Revenue Radio Broadcasting $156.2 $165.8 $142.3 $147.5 (1.9%) Cable Television 196.2 176.1 160.8 153.6 (7.8%) Digital 75.5 62.8 50.9 53.9 (10.6%) Reach Media 52.9 47.3 32.8 39.2 (9.5%) Corporate / Eliminations / Other (3.1) (2.3) (2.5) (2.5) (6.5%) Consolidated Net Revenue $477.7 $449.7 $384.3 $391.7 (6.4%) % Growth (5.9%) (14.5%) 1.9% Operating Expenses Radio Broadcasting 121.6 128.6 117.9 116.3 (1.5%) Cable Television 108.6 110.0 98.1 97.4 (3.6%) Digital 55.5 49.3 46.2 47.4 (5.2%) Reach Media 38.1 35.0 32.8 32.7 (5.1%) Corporate / Eliminations / Other 39.0 37.1 31.2 27.4 (11.1%) Operating Expenses $362.9 $360.1 $326.3 $321.2 (4.0%) Add Backs Radio Broadcasting 1.5 0.9 0.2 - N/A Cable Television 1.2 0.6 (0.0) - N/A Digital 0.8 (0.5) 0.0 - N/A Reach Media 0.2 (0.6) 0.1 - N/A Corporate / Eliminations / Other 12.6 13.5 1.8 - N/A Add Backs $16.2 $13.9 $2.1 - N/A Adj. EBITDA Radio Broadcasting 36.1 38.1 24.5 31.2 (4.7%) Cable Television 88.8 66.7 62.8 56.2 (14.2%) Digital 20.8 13.1 4.7 6.5 (32.1%) Reach Media 14.9 11.6 0.1 6.6 (23.8%) Corporate / Eliminations / Other (29.5) (26.0) (32.0) (30.0) 0.5% Consolidated Adj. EBITDA $131.0 $103.5 $60.1 $70.5 (18.7%) % Margin 27.4% 23.0% 15.6% 18.0% (-) Cash Interest Expense, Net (47.9) (44.7) (37.8) (29.2) (15.1%) (-) Cash Taxes (2.0) (2.5) (0.5) (0.5) (36.8%) (-) TV Content Spend, Net (2.7) (13.8) 3.0 2.4 N/A (+/-) Other Income / (Expense) 119.9 (13.0) (6.8) - N/A (+/-) Change in Net Working Capital (0.4) 17.7 (3.4) (5.8) 143.6% (-) Capex (7.7) (7.2) (10.0) (7.0) (3.0%) Levered Free Cash Flow $190.3 $39.9 $4.6 $30.3 N/A (-) Completed Debt Buybacks (22.3) (115.6) (51.9) - N/A Levered Free Cash Flow After Debt Buybacks $168.0 ($75.6) ($47.3) $30.3 N/A 3 1 1 2

C O N F I D E N T I A L Local Competitive Landscape – Radio 38 All figures below from BIA Source: BIA 1. BIA 2024 OTA Revenue estimate; figures do not include trade and barter, production or promotional revenues and are based on factors including retail sales growth, historical revenue trends, market development, new station entries and regional trends; additional data received from direct consultation with and survey responses from station operators and group owners Urban One Inc Market Total 4 Dallas-Ft. Worth, TX Urban One Inc Audacy Cumulus Media Inc iHeartMedia Service Broadcasting Group LLC 2024 BIA Revenue Est.1 $10.9 $53.9 $52.8 $51.8 $15.1 $232.3 Rank / Market Share 6 | 4.6% 1 | 23.2% 2 | 22.8% 3 | 22.2% 4 | 6.5% 6 Houston-Galveston, TX Urban One Inc iHeartMedia Audacy TelevisaUnivision Cumulus Media Inc 2024 BIA Revenue Est.1 $41.3 $72.1 $48.1 $21.4 $9.0 $216.7 Rank / Market Share 3 | 19.0% 1 | 33.3% 2 | 22.3% 4 | 9.8% 5 | 4.1% 7 Atlanta, GA Urban One Inc CMG Media Corp. Audacy iHeartMedia Cumulus Media Inc 2024 BIA Revenue Est.1 $21.6 $57.8 $32.8 $23.0 $13.0 $170.4 Rank / Market Share 4 | 12.6% 1 | 33.9% 2 | 19.3% 3 | 13.4% 5 | 7.6% 8 Washington, DC Urban One Inc Hubbard Broadcasting Inc Audacy iHeartMedia Howard University 2024 BIA Revenue Est.1 $27.5 $68.4 $53.6 $51.6 $12.5 $233.7 Rank / Market Share 4 | 11.8% 1 | 29.3% 2 | 22.9% 3 | 22.1% 5 | 5.3% 9 Philadelphia, PA Urban One Inc Audacy Beasley Broadcast Group iHeartMedia Salem Media Group Inc 2024 BIA Revenue Est.1 $6.1 $74.2 $53.7 $42.0 $2.2 $181.4 Rank / Market Share 4 | 3.4% 1 | 40.9% 2 | 29.7% 3 | 23.0% 5 | 1.2% 20 Charlotte-Gastonia-Rock Hill, NC-SC Urban One Inc iHeartMedia Beasley Broadcast Group Pacific Broadcasting Group Inc Norsan Consulting and Management 2024 BIA Revenue Est.1 $22.7 $29.3 $26.1 $2.6 $0.5 $83.1 Rank / Market Share 3 | 27.4% 1 | 35.1% 2 | 31.4% 4 | 3.1% 5 | 0.6% 22 Baltimore, MD Urban One Inc Audacy iHeartMedia Hearst Corp., The Times-Shamrock Communications Inc 2024 BIA Revenue Est.1 $20.0 $21.6 $21.2 $8.8 $4.1 $83.0 Rank / Market Share 3 | 24.1% 1 | 25.9% 2 | 25.6% 4 | 10.5% 5 | 4.9% 33 Cincinnati, OH Urban One Inc iHeartMedia Hubbard Broadcasting Inc Cumulus Media Inc Grant County Broadcasters 2024 BIA Revenue Est.1 $7.5 $28.8 $22.6 $11.5 $1.4 $76.1 Rank / Market Share 4 | 9.9% 1 | 37.8% 2 | 29.7% 3 | 15.1% 5 | 1.9% 35 Raleigh-Durham, NC Urban One Inc Curtis Media Group iHeartMedia Capitol Broadcasting Company Inc Chapel Hill Media Group LLC 2024 BIA Revenue Est.1 $13.1 $22.0 $20.7 $9.7 $0.7 $67.6 Rank / Market Share 3 | 19.4% 1 | 32.6% 2 | 30.6% 4 | 14.3% 5 | 1.0% 36 Columbus, OH Urban One Inc iHeartMedia Saga Communications Inc TEGNA Inc North American Broadcasting Company 2024 BIA Revenue Est.1 $6.1 $24.0 $10.3 $4.5 $4.0 $56.0 Rank / Market Share 3 | 11.0% 1 | 42.8% 2 | 18.4% 4 | 8.0% 5 | 7.1% 37 Cleveland, OH Urban One Inc iHeartMedia Audacy Good Karma Broadcasting LLC K-Love, Inc. 2024 BIA Revenue Est.1 $10.0 $32.6 $20.5 $1.5 $1.5 $69.1 Rank / Market Share 3 | 14.4% 1 | 47.1% 2 | 29.8% 4 | 2.2% 5 | 2.1% 38 Indianapolis, IN Urban One Inc Cumulus Media Inc iHeartMedia Bible Broadcasting Network Inc Sarkes Tarzian Inc 2024 BIA Revenue Est.1 $18.5 $10.2 $10.2 $3.0 $2.6 $44.8 Rank / Market Share 1 | 41.2% 2 | 22.8% 3 | 22.8% 4 | 6.6% 5 | 5.8% 51 Richmond, VA Urban One Inc Audacy SummitMedia LLC VPM Media Corp. Mobile Radio Partners Inc 2024 BIA Revenue Est.1 $9.0 $16.9 $10.6 $0.9 $0.6 $38.0 Rank / Market Share 3 | 23.8% 1 | 44.4% 2 | 28.0% 4 | 2.3% 5 | 1.6% Market Competitors

C O N F I D E N T I A L Radio – Performance Relative to Market Estimate 39 Market1 Urban One Radio Net Revenue2 Market Estimate Market Share $ in millions Q3 ‘24A Q4 ‘24A Q1 ‘25A Q2 ‘25A Q3 ‘24A Q4 ‘24A Q1 ‘25A Q2 ‘25A Q3 ‘24A Q4 ‘24A Q1 ‘25A Q2 ‘25A 4 Dallas, TX $2.0 $1.8 $1.7 $1.8 $63.4 $65.7 $51.4 $60.5 3.1% 2.7% 3.3% 2.9% 6 Houston, TX $10.2 $11.3 $9.3 $10.0 $58.9 $63.4 $50.6 $59.3 17.4% 17.8% 18.3% 16.8% 7 Atlanta, GA $6.4 $9.1 $5.0 $7.2 $51.2 $63.3 $40.0 $46.7 12.4% 14.3% 12.6% 15.5% 8 Washington, DC $4.1 $4.3 $2.9 $3.3 $52.9 $61.3 $45.6 $54.5 7.7% 7.0% 6.3% 6.1% 9 Philadelphia, PA $1.6 $2.5 $1.2 $1.3 $51.4 $68.5 $39.3 $43.8 3.1% 3.6% 3.0% 3.0% 20 Charlotte, NC $4.6 $5.4 $3.3 $3.4 $19.5 $22.8 $15.4 $17.2 23.8% 23.5% 21.4% 19.6% 22 Baltimore, MD $3.3 $3.7 $2.9 $3.3 $18.8 $19.6 $15.9 $19.0 17.3% 19.0% 18.5% 17.3% 33 Cincinnati, OH $1.8 $2.0 $1.1 $1.3 $26.1 $26.3 $19.1 $23.2 6.8% 7.6% 5.7% 5.8% 36 Columbus, OH $1.5 $1.7 $1.0 $1.3 $20.9 $22.8 $17.0 $20.6 7.2% 7.6% 6.0% 6.1% 37 Cleveland, OH $3.3 $3.5 $2.0 $2.4 $21.9 $24.2 $15.7 $17.5 15.1% 14.7% 12.6% 13.5% 38 Indianapolis, IN $6.2 $6.5 $5.1 $6.6 $13.1 $13.3 $10.4 $12.5 47.8% 48.8% 49.1% 52.5% Source: Miller Kaplan, BIA Note: Excludes Raleigh-Durham, NC and Richmond, VA markets which are not included in Miller Kaplan data 1. Market Rank per BIA 2. Miller Kaplan includes Urban One’s Digital Revenue related to each station within that station’s revenue estimates All figures below from Miller Kaplan

C O N F I D E N T I A L Radio – FCC Cap Considerations by Market 40 Source: BIA Note: Competitors are shown alphabetically where multiple competitors own the same number of stations Below FCC Ownership Cap Above FCC Ownership Cap Market Competitors 4 Dallas-Ft. Worth, TX iHeartMedia Cumulus Media Inc Audacy LKCM Radio Group LP Estrella Media Inc 6 Houston-Galveston, TX iHeartMedia Audacy DAIJ Media LLC TelevisaUnivision Henderson, Roy E 7 Atlanta, GA iHeartMedia Davis Broadcasting Inc CMG Media Corp. Audacy Salem Media Group Inc 8 Washington, DC Audacy iHeartMedia Hubbard Broadcasting Inc Salem Media Group Inc Cumulus Media Inc 9 Philadelphia, PA Audacy Beasley Broadcast Group iHeartMedia Salem Media Group Inc B & L Media Ventures LLC 20 Charlotte-Gastonia- Rock Hill, NC-SC Beasley Broadcast Group iHeartMedia Norsan Consulting and Management 2B Productions LLC Ford Broadcasting Inc. 22 Baltimore, MD iHeartMedia Audacy Hearst Corp., The Peter & John Radio Fellowship Inc Sweet Tea Radio LLC 33 Cincinnati, OH iHeartMedia Cumulus Media Inc Hubbard Broadcasting Inc DreamCatcher Communications Inc. Alchemy Broadcasting LLC 35 Raleigh-Durham, NC Curtis Media Group Capitol Broadcasting Company Inc iHeartMedia Truth Broadcasting Corp. Divine Mercy Radio Inc 36 Columbus, OH iHeartMedia Saga Communications Inc North American Broadcasting Company Delmar Communications Inc. Runnymede Corp 37 Cleveland, OH iHeartMedia Audacy Salem Media Group Inc Tollett, Gary D & E Communications Inc 38 Indianapolis, IN Cumulus Media Inc iHeartMedia Continental Broadcast Group LLC Mid-America Radio Group Pilgrim Communications LLC 51 Richmond, VA Audacy Mobile Radio Partners Inc SummitMedia LLC MAGA Radio Network LLC Denbar Communications Inc Illustrative analysis of potential viable acquirors based on figures from BIA

C O N F I D E N T I A L Radio – FCC Cap Considerations by Market 41 Source: BIA Note: Competitors are shown alphabetically where multiple competitors own the same number of stations Below FCC Ownership Cap Above FCC Ownership Cap Market Competitors 4 Dallas-Ft. Worth, TX Estrella Media Inc Salem Media Group Inc TelevisaUnivision Chatham Hill Foundation Inc Latino Media Network LLC 6 Houston-Galveston, TX AIM Broadcasting (American International Media) Bustos Media Holdings LLC El Sembrador Ministries FM Media Ventures LLC Hector Guevara Ministry Corp 7 Atlanta, GA Salem Media Group Inc Dickey Broadcasting Company La Favorita Inc Word Christian Broadcasting Light Media Holdings Inc 8 Washington, DC Cumulus Media Inc Metro Radio Inc (VA) MultiCultural Broadcasting WASP Productions Carrasco, Alejandro 9 Philadelphia, PA Salem Media Group Inc B & L Media Ventures LLC Chester County Radio Inc. Four Rivers Community Broadcasting Corp Lighthouse Support 20 Charlotte-Gastonia- Rock Hill, NC-SC 2G Media Inc Bible Clarity Billy Graham Evangelistic Association Carolina Catholic Radio Network Hegwood, Steve 22 Baltimore, MD Hearst Corp., The Peter & John Radio Fellowship Inc Sweet Tea Radio LLC BMax Media LLC Cortona Media LLC 33 Cincinnati, OH DreamCatcher Communications Inc. Alchemy Broadcasting LLC Baldwin Broadcasting Inc Christian Broadcasting System Ltd Dubois County Broadcasting 35 Raleigh-Durham, NC Truth Broadcasting Corp. Divine Mercy Radio Inc Rodriguez, Estuardo A and D Broadcasting A&B Media LLC 36 Columbus, OH Delmar Communications Inc. ICS Communications Inc WLOH Radio Company .COM+ LLC 1TV.Com Inc 37 Cleveland, OH Salem Media Group Inc Tollett, Gary D & E Communications Inc Good Karma Broadcasting LLC K-Love, Inc. 38 Indianapolis, IN 51 Richmond, VA .COM+ LLC 1TV.Com Inc 247 Media Ministries 2B Productions LLC 2G Media Inc Illustrative analysis of potential viable targets based on figures from BIA Urban One is at the limit of 6 stations in Indianapolis, IN market

C O N F I D E N T I A L Cable Television – Other Network Ratings Overview 42 Source: S&P Global Market Intelligence Subscribers Average 24 Hour Rating 26.3 42.9 47.6 56.2 58.5 64.4 65.2 67.7 24.2 37.2 40.8 53.1 54.5 60.9 61.6 65.1 22.5 35.0 38.3 50.8 51.4 57.2 57.9 62.3 BET Her TV One LMN Oxygen BET VH1 Lifetime Bravo Affiliate Revenue per Avg Sub per Month 0.11 0.18 0.13 0.25 0.31 0.30 0.43 0.44 0.12 0.19 0.13 0.26 0.31 0.31 0.44 0.44 0.12 0.20 0.14 0.27 0.30 0.31 0.45 0.45 BET Her TV One LMN Oxygen BET VH1 Lifetime Bravo 0.06 0.12 0.24 0.31 0.22 0.13 0.33 0.19 0.06 0.11 0.20 0.32 0.24 0.10 0.31 0.19 0.06 0.11 0.20 0.31 0.22 0.08 0.26 0.16 BET Her TV One LMN Oxygen BET VH1 Lifetime Bravo 2025E 2023A 2024A 2025E 2023A 2024A 2024A 2022A 2023A All figures below from Kagan

C O N F I D E N T I A L Reconciliation of Adjusted EBITDA 43 1. Corporate costs include professional fees and other nonrecurring items related to the material weakness remediation efforts 2. Investment income from MGM National Harbor is included in other income, net 3. In 2024, we made an immaterial change to the definition of adjusted EBITDA by adding back the loss from ceased non-core operations. All historical periods were recast to reflect this immaterial change $ in millions 2023A 2024A Net income (loss) attributable to common stockholders $2.1 ($105.4) Add back/(deduct) certain non-broadcast and digital operating income items included in net income (loss): Interest and investment income (7.0) (6.0) Interest expense 56.2 48.6 Provision for income taxes 7.9 9.8 Depreciation and amortization 7.1 7.7 EBITDA $66.3 ($45.3) Stock-based compensation 10.0 5.7 Gain on retirement of debt (2.4) (23.3) Other income, net (96.1) (0.9) Loss from unconsolidated joint venture 5.1 0.4 Net income attributable to non-controlling interests 2.5 1.2 Corporate costs1 12.9 8.7 Employment Agreement Award and other compensation 0.2 - Severance-related costs 0.7 2.7 Impairment of goodwill and intangible assets 129.3 151.8 Investment income from MGM National Harbor2 (0.1) - Loss from ceased non-core business initiatives3 2.6 2.5 Adjusted EBITDA $131.0 $103.5

C O N F I D E N T I A L Segment Adjusted EBITDA 44 1. Segment information for 2024A has been recast to reclassify a portion of revenues from our CTV offering from the Digital segment to the Cable Television segment; no reclassification for 2023A 2. Segment information for 2024A has been recast to conform to operating expenses used to evaluate segment performance; no reclassification for 2023A STATEMENT OF OPERATIONS ($in millions) Consolidated Radio Broadcasting Cable Television1 Digital1 Reach Media Corporate/ Eliminations/ Other FY 2023A NET REVENUE $477.7 $156.2 $196.2 $75.5 $52.9 ($3.1) OPERATING EXPENSES: Programming and technical 136.8 43.7 62.9 15.5 16.2 (1.5) Sales and marketing 130.2 47.9 30.5 36.3 17.7 (2.2) General and administrative 95.9 30.0 15.2 3.7 4.3 42.7 Total significant operating expenses 362.9 121.6 108.6 55.5 38.1 39.0 Other segment income (expenses) 16.2 1.5 1.2 0.8 0.2 12.6 Adjusted EBITDA $131.0 $36.1 $88.8 $20.8 $14.9 ($29.5) FY 2024A NET REVENUE $449.7 $165.8 $176.1 $62.8 $47.3 ($2.3) OPERATING EXPENSES: Programming and technical 135.3 46.4 60.6 14.7 14.5 (0.9) Sales and marketing2 130.6 50.9 32.3 32.3 16.9 (1.8) General and administrative2 94.2 31.3 17.1 2.3 3.7 39.8 Total significant operating expenses 360.1 128.6 110.0 49.3 35.0 37.1 Other segment income (expenses) 13.9 0.9 0.6 (0.5) (0.6) 13.5 Adjusted EBITDA $103.5 $38.1 $66.7 $13.1 $11.6 ($26.0)

C O N F I D E N T I A L Reconciliation of Segment Adjusted EBITDA 45 1. Corporate costs include professional fees and other nonrecurring items related to the material weakness remediation efforts 2. Investment income from MGM National Harbor is included in other income, net 3. In 2024, we made an immaterial change to the definition of adjusted EBITDA by adding back the loss from ceased non-core operations. All historical periods were recast to reflect this immaterial change Segment Adj. EBITDA to income (loss) from consolidated operations before benefit from income taxes reconciliation $ in millions 2023A 2024A Segment Adj. EBITDA $160.5 $129.5 Less: Corporate/Eliminations/Other (29.5) (26.0) Adj. EBITDA $131.0 $103.5 Less: Corporate Costs1 12.9 8.7 Employment Agreement Award and other compensation 0.2 - Severance-related costs 0.7 2.7 Investment expense from MGM National Harbor2 (0.1) - Loss from ceased non-core business initiatives3 2.6 2.5 Stock-based compensation 10.0 5.7 Depreciation and amortization 7.1 7.7 Impairment of goodwill and intangible assets 129.3 151.8 Interest and investment income (7.0) (6.0) Interest expense 56.2 48.6 Gain on retirement of debt (2.4) (23.3) Other income, net (96.1) (0.9) Income (loss) from consolidated operations before provision for income taxes $17.6 ($94.0)

C O N F I D E N T I A L Normalization of EBITDA for Non-Cash Items 46 1. In January 2024, the company, in consultation with its auditors, prospectively changed the definition of Adjusted EBITDA to include the TV One award expense 2. Due to the reduced valuation of the Cable TV reporting unit, this resulted in a $10.4m net benefit (reduced corporate expenses) in 2024 3. Corporate costs include professional fees and other nonrecurring items related to the material weakness remediation efforts 4. In 2024, we made an immaterial change to the definition of adjusted EBITDA by adding back the loss from ceased non-core operations. All historical periods were recast to reflect this immaterial change $ in millions 2023A 2024A 2025E 2026E Consolidated Adj. EBITDA $131.0 $103.5 $60.1 $70.5 (+/-) TV One Award expense incl. in Adj. EBITDA1 - (10.4) 1.9 1.9 (-) Cash payments to CEO for TV One Award (2.9) (2.1) (2.7) (1.9) Adj. EBITDA, after cash TV One Award payment $128.1 $90.9 $59.3 $70.5 (+) Amortization of launch and content assets 55.1 51.3 42.7 43.9 (-) Content assets and content payables, launch support (57.8) (65.1) (39.7) (41.5) Normalized Adjusted EBITDA $125.4 $77.1 $62.3 $72.9 (+) Non-recurring corporate costs3 (12.9) (8.7) (1.3) - (+) Severence-related costs (0.7) (2.7) (0.3) - (+) Loss from ceased non-core business initiatives4 (2.6) (2.5) (0.5) - Adjusted EBITDA add-backs ($16.2) ($13.9) ($2.1) – Normalized Adjusted EBITDA incl. impact of one-time costs $109.2 $63.2 $60.2 $72.9 2

EX-99.3 5 ex993projectstatic-finan.htm EX-99.3 ex993projectstatic-finan

C O N F I D E N T I A L November 7, 2025 Discussion Materials Exhibit 99.3

C O N F I D E N T I A L 2025 Quarterly Performance Update 3 Note: LFCF excludes the impact of share repurchases and dividends to Reach shareholders 1. Operating expenses exclude depreciation and amortization, stock-based compensation, and impairment of goodwill and intangible assets $ in millions Q1'25A Q2'25A Q3'25A Q4'25E Net Revenue Radio Broadcasting $32.6 $36.7 $34.7 $34.4 Cable Television 44.2 40.1 39.8 38.2 Digital 10.2 10.3 12.7 15.6 Reach Media 5.9 5.3 6.1 13.9 Corporate / Eliminations / Other (0.6) (0.7) (0.7) (0.7) Consolidated Net Revenue $92.2 $91.6 $92.7 $101.4 % Growth (0.7%) 1.1% 9.4% Operating Expenses Radio Broadcasting 29.9 29.8 32.0 28.5 Cable Television 25.6 22.0 25.3 25.9 Digital 10.2 10.4 12.0 13.2 Reach Media 6.5 7.0 6.4 13.1 Corporate / Eliminations / Other 8.5 9.0 8.0 5.4 Operating Expenses $80.7 $78.1 $83.7 $86.2 Add Backs Radio Broadcasting 0.1 0.0 4.4 0.0 Cable Television (0.0) - 0.0 - Digital 0.0 - 0.0 - Reach Media 0.1 - 0.1 0.0 Corporate / Eliminations / Other 1.1 0.5 0.7 0.1 Add Backs $1.3 $0.5 $5.2 $0.2 Adj. EBITDA Radio Broadcasting 2.8 6.9 7.1 6.0 Cable Television 18.6 18.1 14.5 12.3 Digital 0.1 (0.1) 0.8 2.3 Reach Media (0.6) (1.7) (0.2) 0.8 Corporate / Eliminations / Other (8.1) (9.2) (8.0) (6.0) Consolidated Adj. EBITDA $12.9 $14.0 $14.2 $15.4 % Margin 13.9% 15.2% 15.3% 15.2% (-) Cash Interest Expense, Net (20.6) (0.2) (17.7) 0.6 (-) Cash Taxes (0.0) (0.1) (0.1) (0.2) (+/-) TV Content Spend, Net 0.4 (1.1) 4.6 4.3 (+/-) Other Income / (Expense) (2.6) 0.7 (2.4) (1.3) (+/-) Change in Net Working Capital 10.3 (9.2) 0.8 (5.3) (-) Capex (2.5) (1.2) (3.1) (3.2) Levered Free Cash Flow ("LFCF") ($2.3) $2.7 ($3.6) $10.5 (-) Completed Debt Buybacks (16.4) (33.2) (2.3) - Levered Free Cash Flow After Debt Buybacks ($18.7) ($30.4) ($6.0) $10.5 1

C O N F I D E N T I A L Forecast Summary P&L Output 4 Note: 2023A figures include partial year contribution only from net acquisition of two Houston radio stations (four stations acquired and two divested); LFCF excludes the impact of share repurchases and dividends to Reach shareholders 1. Segment information for 2024A has been recast to reclassify a portion of revenues from our CTV offering from the Digital segment to the Cable Television (“Cable TV”) segment; no reclassification for 2023A 2. Segment information for 2024A has been recast to conform to operating expenses used to evaluate segment performance; no reclassification for 2023A 3. Operating expenses exclude depreciation and amortization, stock-based compensation, and impairment of goodwill and intangible assets 4. Includes cash proceeds of $136.8 million related to the sale of the MGM investment; removing the impact of the sale results in 2023A LFCF of $53.5 million $ in millions CAGR 2023A 2024A 2025E 2026E 23A-26E Net Revenue Radio Broadcasting $156.2 $165.8 $138.5 $145.5 (2.3%) Cable Television 196.2 176.1 162.2 156.4 (7.3%) Digital 75.5 62.8 48.7 52.9 (11.2%) Reach Media 52.9 47.3 31.2 36.2 (11.8%) Corporate / Eliminations / Other (3.1) (2.3) (2.7) (2.7) (4.7%) Consolidated Net Revenue $477.7 $449.7 $378.0 $388.3 (6.7%) % Growth (5.9%) (15.9%) 2.7% Operating Expenses Radio Broadcasting 121.6 128.6 120.1 112.7 (2.5%) Cable Television 108.6 110.0 98.8 98.3 (3.3%) Digital 55.5 49.3 45.8 47.4 (5.2%) Reach Media 38.2 35.0 33.0 32.7 (5.1%) Corporate / Eliminations / Other 39.0 37.1 31.0 27.3 (11.2%) Operating Expenses $362.9 $360.1 $328.7 $318.3 (4.3%) Add Backs Radio Broadcasting 1.5 0.9 4.5 - N/A Cable Television 1.2 0.6 0.0 - N/A Digital 0.8 (0.5) 0.0 - N/A Reach Media 0.2 (0.6) 0.2 - N/A Corporate / Eliminations / Other 12.6 13.5 2.4 - N/A Add Backs $16.2 $13.9 $7.2 - N/A Adj. EBITDA Radio Broadcasting 36.1 38.1 22.9 32.8 (3.1%) Cable Television 88.8 66.7 63.4 58.1 (13.2%) Digital 20.8 13.1 3.0 5.5 (35.8%) Reach Media 14.9 11.6 (1.6) 3.6 (37.8%) Corporate / Eliminations / Other (29.5) (26.0) (31.3) (30.0) 0.5% Consolidated Adj. EBITDA $131.0 $103.5 $56.4 $70.0 (18.9%) % Margin 27.4% 23.0% 14.9% 18.0% (-) Cash Interest Expense, Net (47.9) (44.7) (37.9) (33.4) (11.3%) (-) Cash Taxes (2.0) (2.5) (0.4) (0.5) (36.8%) (+/-) TV Content Spend, Net (2.7) (13.8) 8.2 2.8 N/A (+/-) Other Income / (Expense) 119.9 (13.0) (5.7) - N/A (+/-) Change in Net Working Capital (0.4) 17.7 (3.4) (1.7) 63.1% (-) Capex (7.7) (7.2) (10.0) (7.0) (3.0%) Levered Free Cash Flow $190.3 $39.9 $7.3 $30.1 N/A (-) Completed Debt Buybacks (22.3) (115.6) (51.9) - N/A Levered Free Cash Flow After Debt Buybacks $168.0 ($75.6) ($44.6) $30.1 N/A 4 1 1 2,3

C O N F I D E N T I A L Normalization of EBITDA for Non-Cash Items 5 1. In January 2024, the Company, in consultation with its auditors, prospectively changed the definition of Adj. EBITDA to include the TV One award expense 2. Due to the reduced valuation of the Cable TV reporting unit, this resulted in a $10.4m net benefit (reduced corporate expenses) in 2024 3. Corporate costs include professional fees and other nonrecurring items related to the material weakness remediation efforts 4. In 2024, we made an immaterial change to the definition of Adj. EBITDA by adding back the loss from ceased non-core operations. All historical periods were recast to reflect this immaterial change $ in millions 2023A 2024A 2025E 2026E Consolidated Adj. EBITDA $131.0 $103.5 $56.4 $70.0 (+/-) TV One Award expense incl. in Adj. EBITDA1 - (10.4) 0.9 2.0 (-) Cash payments earned by CEO for TV One Award (3.4) (2.4) (2.5) (2.0) Adj. EBITDA, after earned TV One Award payment $127.6 $90.7 $54.8 $70.0 (+) Amortization of launch and content assets 55.1 51.3 46.7 43.0 (-) Content assets and content payables, launch support (57.8) (65.1) (38.5) (40.1) Normalized Adj. EBITDA $124.9 $76.9 $63.0 $72.8 (-) Non-recurring corporate costs3 (12.9) (8.7) (1.6) - (-) Severance-related costs (0.7) (2.7) (1.9) - (-) Loss from ceased non-core business initiatives4 (2.6) (2.5) (0.5) - Adj. EBITDA add backs ($16.2) ($13.9) ($4.0) – Normalized Adj. EBITDA incl. impact of one-time costs $108.8 $63.0 $59.1 $72.8 2

C O N F I D E N T I A L APPENDIX RECONCILIATION OF NON-GAAP FINANCIAL MEASURES 6

C O N F I D E N T I A L Segment Adj. EBITDA 7 1. Segment information for 2024A has been recast to reclassify a portion of revenues from our CTV offering from the Digital segment to the Cable Television segment; no reclassification for 2023A 2. Segment information for 2024A has been recast to conform to operating expenses used to evaluate segment performance; no reclassification for 2023A $ in millions STATEMENT OF OPERATIONS Consolidated Radio Broadcasting Cable Television1 Digital1 Reach Media Corporate/ Eliminations/ Other FY 2023A NET REVENUE $477.7 $156.2 $196.2 $75.5 $52.9 ($3.1) LESS: Programming and technical 136.8 43.7 62.9 15.5 16.2 (1.5) Sales and marketing 130.2 47.9 30.5 36.3 17.7 (2.2) General and administrative 95.9 30.0 15.2 3.7 4.3 42.7 Total significant operating expenses 362.9 121.6 108.6 55.5 38.2 39.0 ADD BACK: Severance-related costs 0.7 0.5 - - 0.2 - Other costs 15.5 1.0 1.2 0.8 - 12.6 Adj. EBITDA $131.0 $36.1 $88.8 $20.8 $14.9 ($29.5) FY 2024A NET REVENUE $449.7 $165.8 $176.1 $62.8 $47.3 ($2.3) LESS: Programming and technical 135.3 46.4 60.6 14.7 14.5 (0.9) Sales and marketing2 130.6 50.9 32.3 32.3 16.9 (1.8) General and administrative2 94.2 31.3 17.1 2.3 3.7 39.8 Total significant operating expenses 360.1 128.6 110.0 49.3 35.0 37.1 ADD BACK / (DEDUCT): Severance-related costs 2.7 1.3 0.4 0.3 0.1 0.6 Other costs (income) 11.2 (0.4) 0.2 (0.8) (0.7) 12.9 Adj. EBITDA $103.5 $38.1 $66.7 $13.1 $11.6 ($26.0)

C O N F I D E N T I A L Segment Adj. EBITDA (Quarterly) 8 $ in millions STATEMENT OF OPERATIONS Consolidated Radio Broadcasting Cable Television Digital Reach Media Corporate/ Eliminations/ Other Q1 '25A NET REVENUE $92.2 $32.6 $44.2 $10.2 $5.9 ($0.6) LESS: Programming and technical 30.6 11.3 12.9 3.2 3.4 (0.2) Sales and marketing 29.0 11.5 9.1 6.8 2.1 (0.5) General and administrative 21.1 7.1 3.6 0.2 1.0 9.2 Total significant operating expenses 80.7 29.9 25.6 10.2 6.5 8.5 ADD BACK: Severance-related costs 0.2 0.1 - - 0.1 - Other costs 1.1 - - - - 1.1 Adj. EBITDA $12.9 $2.8 $18.6 $0.1 ($0.6) ($8.1) Q2 '25A NET REVENUE $91.6 $36.7 $40.1 $10.3 $5.3 ($0.7) LESS: Programming and technical 28.7 10.0 12.4 3.3 3.2 (0.2) Sales and marketing 28.4 13.4 5.8 6.6 3.1 (0.5) General and administrative 21.2 6.4 3.8 0.6 0.7 9.7 Total significant operating expenses 78.1 29.8 22.0 10.4 7.0 9.0 ADD BACK: Other costs 0.5 - - - - 0.5 Adj. EBITDA $14.0 $6.9 $18.1 ($0.1) ($1.7) ($9.2)

C O N F I D E N T I A L Segment Adj. EBITDA (Quarterly) 9 $ in millions STATEMENT OF OPERATIONS Consolidated Radio Broadcasting Cable Television Digital Reach Media Corporate/ Eliminations/ Other Q3 '25A NET REVENUE $92.7 $34.7 $39.8 $12.7 $6.1 ($0.7) LESS: Programming and technical 34.7 14.3 14.3 3.2 3.1 (0.2) Sales and marketing 28.2 10.7 7.2 8.2 2.6 (0.5) General and administrative 20.8 7.0 3.9 0.5 0.7 8.7 Total significant operating expenses 83.7 32.0 25.3 12.0 6.4 8.0 ADD BACK: Severance-related costs 1.6 1.2 - - 0.1 0.3 Litigation settlement costs1 3.1 3.1 - - - - Other costs 0.5 0.1 - - - 0.4 Adj. EBITDA $14.2 $7.1 $14.5 $0.8 ($0.2) ($8.0) 1. Non-recurring litigation settlement costs include a $3.1 million charge related to the rate increase for royalties for historical periods

C O N F I D E N T I A L Reconciliation of Adj. EBITDA (Quarterly) 10 1. Corporate costs primarily include professional fees related to the material weakness remediation efforts 2. Non-recurring litigation settlement costs include a $3.1 million charge related to the rate increase for royalties for historical periods $ in millions Q1 '25A Q2 '25A Q3 '25A Net loss attributable to common stockholders ($11.7) ($77.9) ($2.8) Add back/(deduct) certain Adj. EBITDA items included in net loss: Interest and investment income (1.0) (0.6) (0.5) Interest expense 10.9 9.7 9.4 Provision for income taxes 15.7 (21.4) (1.1) Depreciation and amortization 2.3 3.5 6.1 EBITDA $16.2 ($86.7) $11.1 Stock-based compensation 0.7 0.6 0.4 Gain on retirement of debt (11.5) (30.3) (2.1) Other income, net (0.2) (0.1) (0.4) Net income attributable to non-controlling interests 0.0 (0.1) 0.0 Corporate costs1 0.7 0.4 0.5 Litigation settlement costs2 - - 3.1 Severance-related costs 0.2 - 1.6 Impairment of goodwill and intangible assets 6.4 130.1 - Loss from ceased non-core business initiatives 0.4 0.1 - Adj. EBITDA $12.9 $14.0 $14.2

C O N F I D E N T I A L Reconciliation of Segment Adj. EBITDA (Quarterly) 11 1. Corporate costs primarily include professional fees related to the material weakness remediation efforts 2. Non-recurring litigation settlement costs include a $3.1 million charge related to the rate increase for royalties for historical periods Segment Adj. EBITDA to income (loss) from consolidated operations before benefit from income taxes reconciliation $ in millions Q1 '25A Q2 '25A Q3 '25A Segment Adj. EBITDA $20.9 $23.2 $22.2 Less: Corporate/Eliminations/Other (8.1) (9.2) (8.0) Adj. EBITDA $12.9 $14.0 $14.2 Less: Corporate costs1 0.7 0.4 0.5 Litigation settlement costs2 - - 3.1 Severance-related costs 0.2 - 1.6 Loss from ceased non-core business initiatives 0.4 0.1 - Stock-based compensation 0.7 0.6 0.4 Depreciation and amortization 2.3 3.5 6.1 Impairment of goodwill and intangible assets 6.4 130.1 - Interest and investment income (1.0) (0.6) (0.5) Interest expense 10.9 9.7 9.4 Gain on retirement of debt (11.5) (30.3) (2.1) Other income, net (0.2) (0.1) (0.4) Income (loss) from consolidated operations before (provision for) benefit from income taxes $3.9 ($99.4) ($3.9)