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21

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): September 29, 2025

SAGA COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

Florida

 

1-11588

 

38-3042953

 (State or other jurisdiction

 

(Commission File Number)

 

(IRS Employer

of incorporation)

 

 

 

Identification No.)

73 Kercheval Avenue

 

 

Grosse Pointe Farms, MI

 

48236

 (Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (313) 886-7070

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:

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

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

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

☐    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, par value $0.01 per share

SGA

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

Emerging growth company ☐

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

Item 5.02.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Increase Size of the Board and Appointment of Director

On September 29, 2025, the Board of Directors (the “Board”) of Saga Communications, Inc., a Florida corporation (the “Company”) increased the size of the Board from seven to eight directors and appointed Gregory D. Sutherland, age 66, to fill the vacancy. Mr. Sutherland will serve as a director, effective immediately, for a term expiring at the 2026 Annual Meeting of Shareholders, at which time he is currently expected to stand for reelection. Mr. Sutherland has also been appointed to the Audit Committee and Cybersecurity Subcommittee of the Board.

Since September 2025, Mr. Sutherland has served as the chair of the advisory board of G2M Insights, and artificial intelligence based software and services company. Prior to joining G2M Insights, Mr. Sutherland served on the board of directors of Buckman Laboratories from April 2020 to July 2025, a supplier of chemical solutions and digital innovations that help improve productivity and sustainability for customers in over 90 countries. Mr. Sutherland has served as an advisor for Nisum Technologies, an e-commerce technology consultancy, and was a Senior Partner at Ernst & Young LLP, a global professional services firm, where he served as the Strategy Consulting Practice Leaser, Global and Americas. Mr. Sutherland holds an MBA from The Wharton School of the University of Pennsylvania and earned the NACD Director Certification through the National Association of Corporate Directors.

There are no arrangements or understandings between Mr. Sutherland and any other person pursuant to which Mr. Sutherland was appointed as a director of the Company.

Mr. Sutherland will participate in the standard non-employee director compensation arrangements described under the section entitled “Compensation of Directors” in the Company’s 2025 Proxy Statement, filed with the Securities and Exchange Commission on April 9, 2025.

Since the beginning of the Company’s last fiscal year, the Company has not engaged in any transactions, and there are no proposed transactions, or series of similar transactions, in which Mr. Sutherland was or is to be a participant and in which any related person had a direct or indirect material interest in which the amount involved exceeds or exceeded $120,000.

Change in Control Agreements – Named Executive Officers

On September 30, 2025, Wayne Leland, Senior Vice President/ Chief Operating Officer, entered into a Change in Control Agreement with the Company. A change in control is defined to mean the occurrence of (a) any person or group becoming the beneficial owner, directly or indirectly, of more than 30% of the combined voting power of the Company’s then outstanding securities; (b) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which results in the voting securities of the Company outstanding immediately prior thereto continuing to represent more than 50% of the combined voting securities of the Company or such surviving entity; or (c) the approval of the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of its assets.

  

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

In addition, if the executive’s employment is terminated by the Company without cause within six months prior to the consummation of a change in control, then the executive shall be paid the lump sum payment within 45 days of such change in control.

Item 7.01.Regulation FD Disclosure.

On October 1, 2025, the Company issued a press release announcing the appointment of Mr. Sutherland to the Board. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, that is furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.Financial Statements and Exhibits.

(d)

Exhibits.

10.1

Change in Control Agreement of Wayne Leland dated September 30, 2025.

99.1

Press Release dated October 1, 2025.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

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

ugust

SAGA COMMUNICATIONS, INC.

 

 

 

 

 

 

 

 

 

Dated: October 1, 2025

By:

/s/ Samuel D. Bush

 

 

 

Samuel D. Bush

 

 

 

Executive Vice President and Chief

 

 

 

Financial Officer

 

EX-10.1 2 sga-20250929xex10d1.htm EX-10.1

Exhibit 10.1

CHANGE IN CONTROL AGREEMENT

This Change in Control Agreement (this “Agreement”) between SAGA COMMUNICATIONS, INC. (the “Corporation”) and the undersigned executive (“Executive”) is effective on the date set forth following the parties’ signatures below.

RECITALS

Executive is a valued member of the Corporation’s management team. The Corporation desires to furnish Executive with a payment in the event of a Change of Control, subject to the terms and conditions set forth in this Agreement.

The Corporation and Executive agree as follows:

1.Change in Control Definition. For the purpose of this Agreement, “Change in Control” shall mean the occurrence, subsequent to the effective date of this Agreement, of any of the following:

(a)Any “person” or “group” (within the meaning of Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) other than the Corporation, any trustee or other fiduciary holding Corporation common stock under an employee benefit plan of the Corporation or a related company, or any corporation which is owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of the Corporation’s common stock, is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than thirty percent (30%) of the combined voting power of the Corporation’s then outstanding securities;

(b)The consummation of a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation; or

(c)The approval of the stockholders of the Corporation of a plan complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all of its assets.

2.Change in Control Payment. The Corporation shall pay Executive a lump sum payment (the “Change in Control Payment”) within forty-five (45) days after the consummation of a Change in Control. Notwithstanding the previous sentence, if Executive is furnished with the notice under Section 4 of the Agreement, the time of the Change in Control Payment and conditions of such payment shall be governed by Section 4. The Change in Control payment shall be calculated at one and on-half (1.5) times the average of Executive’s last three (3) full

calendar years of Cash Compensation. “Cash Compensation” means the total of Executive’s base salary and any annual cash bonus paid. The change in Control Payment shall be due only upon consummation of the first Change in Control following the effective date of this Agreement and not upon any subsequent Change in Control.


In the event that the Change in Control Payment would constitute a “parachute payment: within the meaning of Section 280G of the Internal Revenue Code and the Change in Control Payment would be subject to the excise tax imposed by Section 49999 of such Code, the Corporation shall pay Executive an additional amount such that the net amount retained by Executive, after deduction of such excised tax on the additional amount paid, but before deduction for any federal, state and local income tax and payroll tax on the Change in Control Payment, shall be equal to the Change in Control Payment. The good faith opinion of the Corporation’s independent certified public accountants, appointed prior to the Change in Control, that the Change in Control Payment is not a “parachute payment: or is not subject to such excise tax, shall be conclusive. The Corporation shall bear the cost of any such opinion by such accountant.

3.Termination of Employment. If Executive’s employment is terminated by the Corporation without Case within six (6) months prior to the consummation of a Change in Control, then Executive shall be paid the Change in Control Payment at the time set forth in Section 2. For the purpose of this Agreement, “Cause” means (a) willful dishonesty involving the Corporation, excluding good faith expense account disputes, (b) conviction of or entering of a no contest plea to a felony or other crime involving material dishonesty or moral turpitude, (c) material failure or refusal to perform Executive’s duties or other lawful directive from the Corporation’s CEO or Board of Directors which is not cured by the Executive within ten (10) days after receipt by Executive of a written notice from the Corporation specifying the details thereof, (d) willful violation by Executive of the Corporation’s lawful policies or of Executive’s fiduciary duties, which violation is not cured by the Executive within ten (10) days after receipt by Executive of a written notice from the Corporation specifying the details thereof, (e) Executive’s will violation of the Corporation’s published business conduct guidelines, code of ethics, conflict of interest or similar policies or (f) illegal drug or substance abuse or addiction by Executive which is not protected by law.

Except as set forth in this Section 3, Executive shall not be paid the Change in Control Payment unless Executive is employed with the Corporation at the time the Change in Control is consummated.

4.Condition of Continued Employment. In the event of a Change in Control (other than the approval of a plan of liquidation described in Section 1(c)), the Corporation (or surviving entity in the event of a merger or consolidation) may require as a condition to the Change in Control Payment that Executive continue in employment for a period of up to six (6) months after the consummation of the Change in Control (“Period of Continued Employment”). The Corporation or surviving entity shall inform Executive of the condition of continued employment through a written notice furnished by personal delivery, overnight delivery by a recognized carrier or certified mail, return receipt requested, delivered within forty-five (45) days after the consummation of the Change in Control. During the Period of Continued Employment Executive’s pre-existing salary (or greater amount), benefits (or similar benefits which are equivalent in the aggregate) and duties (or comparable duties) shall remain effective and the location of Executive’s employment shall not, without Executive’s consent, be changed from the location immediately prior to the Change in Control.


If this Section 4 applies, Executive shall

be paid the Change in Control Payment upon completion of the Period of Continued Employment. If Executive fails to remain employed and complete the Period of Continued Employment for any reason other than (a) termination without Cause by the Corporation or such surviving entity, (b) death, (c) disability as determined by a physician acceptable to Executive and the Corporation or such surviving entity or (d) breach of this Agreement by the Corporation or such surviving entity, then Executive shall not be paid the Change in Control payment.

5.Miscellaneous.

(a)Successors. This Agreement shall bind any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation, in the same manner and to the same extent that the Corporation would be obligated under this Agreement if no succession had taken place. In the case of any transaction in which a successor would not, by the foregoing provision or by operation of law, be bound by this Agreement, the Corporation shall require such successor expressly and unconditionally to assume and agree to perform the obligations of the Corporation under this Agreement, in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. This Agreement may not be assigned by Executive but shall inure to the benefit of Executive, his heirs, and personal representatives.

(b)Employment Status. This Agreement does not constitute a contract of employment or impose upon the Corporation any obligation to retain Executive as an employee, to change the status of Executive’s employment, or to change any employment policies of the

Corporation.

(c)Withholding of Taxes. The Corporation shall withhold from any amounts payable under this Agreement all federal, state, local or other taxes that are legally required to be withheld.

(d)No Effect on Other Benefits. Benefits payable under this Agreement shall not be counted as compensation for purposes of determining benefits under other benefit plans, programs, policies and agreements, except to the extent expressly provided therein.

(e)Validity and Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of the Agreement, which shall remain in full force and effect.

(f)Settlement of Claims. The Corporation’s obligation to make the payment provided for in this Agreement shall not be affected by any set-off, counterclaim, defense, recoupment or other right which the Corporation may have against the Executive.


(g)Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the State of Michigan.

(h)Entire Agreement. This Agreement sets forth the entire understanding of the Corporation and Executive with respect to its subject matter, merges and supersedes all prior and contemporaneous understandings with respect to its subject matter, and may not be waived or modified, in whole or in part, except by a writing signed by each of the parties hereto.

(i)Counterparts. This Agreement may be executed counterpart, which together will constitute but one and the same instrument and may be sufficiently evidenced by any one counterpart.

The Corporation and Executive have executed this Agreement as of the date set forth below.

SAGA COMMUNICATIONS, INC

EXECUTIVE

By:  

/s/ Christopher S. Forgy

/s/ Wayne Leland

(SIGN)

Its:  

President and Chief Executive Officer

Wayne Leland

(PRINT)

Effective Date:

September 30, 2025


EX-99.1 3 sga-20250929xex99d1.htm EX-99.1

Exhibit 99.1

Graphic

Saga Communications, Inc.

Board Refreshment Continues Naming

Gregg Sutherland to Board of Directors

Contact:

Samuel D. Bush

313/886-7070

Grosse Pointe Farms, MI – October 1, 2025 – Saga Communications, Inc. (Nasdaq - SGA) (the “Company,” “Saga,” “we” or “our”) announced today the increase of its number of board members to eight and the appointment of Gregg Sutherland to its Board of Directors.

Mr. Sutherland was previously a Senior Partner at Ernst & Young where he served as the Strategy Consulting Practice Leader, Global and Americas. He was recently appointed as Chair of G2M Insights’ Board of Advisors. He previously served on the Board of Directors at Buckman Laboratories until it was sold to Pritzker Private Capital earlier this year. He holds an MBA from The Wharton School and earned Board Director certification through the National Association of Corporate Directors.

Saga has previously announced its commitment to refreshing the Company’s Board of Directors including adding Michael Scafidi to the Board at the 2025 Annual Shareholder Meeting earlier this year. With Mr. Sutherland’s appointment Saga will increase the size of its Board to 8. Saga’s intent is to return the number of board members to 7 at our 2026 Annual Shareholder Meeting.

Chris Forgy, Saga’s President and CEO stated, “We are delighted to welcome Gregg to Saga’s Board of Directors. Gregg brings a unique blend of boardroom, financial and operations acumen to our board. Saga’s recent additions to the board will greatly assist as we scale our digital and other vertical initiatives.”

Saga is a media company whose business is devoted to acquiring, developing, and operating broadcast properties with a focus on providing opportunities complimentary to our core radio business including digital, e-commerce, local on-line news services, and non-traditional revenue initiatives. Saga owns or operates broadcast properties in 28 markets, including 82 FM and 31 AM radio stations and 79 metro signals. For additional information, contact us at (313) 886-7070 or visit our website at www.sagacom.com.

This press release contains certain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that are based upon current expectations and involve certain risks and uncertainties. Words such as “will,” “may,” “believes,” “intends,” “expects,” “anticipates,” “guidance,” and similar expressions are intended to identify forward-looking statements. The material risks facing our business are described in the reports Saga periodically files with the U.S. Securities and Exchange Commission, including, in particular, Item 1A of our Annual Report on Form 10-K. Readers should note that forward-looking statements may be impacted by several factors, including global, national, and local economic changes and changes in the radio broadcast industry in general as well as Saga’s actual performance. Actual results may vary materially from those described herein and Saga undertakes no obligation to update any information contained herein that constitutes a forward-looking statement.