FALSE000178425400017842542025-11-172025-11-17

Washington, D.C. 20549

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 21, 2025

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On November 21, 2025, MediaCo Holding Inc. (the “Company”) entered into an employment agreement with Albert Rodriguez, setting forth the terms and conditions of his service as the Company’s President and Chief Executive Officer. Pursuant to his employment agreement Mr. Rodriguez’s annual base salary has been increased from $700,000 to $850,000, with further increases to $900,000 on September 1, 2026, and $950,000 on September 1, 2027. The employment agreement provides that Mr. Rodriguez may be eligible to receive a discretionary cash bonus of up to 60^ of his annual base salary. In addition, Mr. Rodrigues is entitled to severance equal to six months of base salary in the event he terminates his employment for good reason or his employment is terminated by the Company without cause or due to his disability, subject to Mr. Rodriguez's execution, delivery, and non-revocation of a release of claims in favor of the Company. The employment agreement further provides that Mr. Rodriguez will be subject to a non-competition covenant for six months after his termination of employment, a non-solicitation covenant for one year after his termination of employment, and a perpetual non-disparagement covenant.

In accordance with the terms of Mr. Rodriguez's employment agreement, the Compensation Committee of the Company's Board of Directors (the "Committee") approved the following equity compensation under the Company’s Equity Compensation Plan (the “Plan”), subject to all grant conditions being satisfied, (including shareholder approval of an amendment to increase the number of shares available for issuance under the Plan, in the case of grants (3), (4), and (5)): (1) an award of restricted stock units valued at $500,000, which shall vest ratably over three years from the grant date; (2) an award of restricted stock units valued at $166,667, which shall be fully vested on the grant date; (3) an award of restricted stock units valued at $2,000,000, which shall vest ratably over three years from the grant date; (4) an award of performance stock units valued at $2,000,000, which shall vest ratably over three years based on the achievement of certain annual performance objectives, as determined by the Committee; and (5) an award of performance stock units valued at $333,333, which shall vest ratably over two years based on the achievement of certain annual performance objectives, as determined by the Committee.

On November 21, 2025, the Company entered into an employment agreement with Debra DeFelice, setting forth the terms and conditions of her service as the Company’s Executive Vice President, Chief Financial Officer and Treasurer. Pursuant to her employment agreement, Ms. DeFelice’s annual base salary has been increased from $450,000 to $550,000, with further increases to $600,000 on September 1, 2026, and $650,000 on September 1, 2027. The employment agreement provides that Ms. DeFelice may be eligible to receive a discretionary cash bonus of up to 60% of her annual base salary. In addition, Ms. DeFelice’s employment agreement provides that she is entitled to severance equal to six months of base salary in the event she terminates her employment for good reason or her employment is terminated by the Company without cause or due to her disability, subject to Ms. DeFelice’s execution, delivery, and non-revocation of a release of claims in favor of the Company. The employment agreement further provides that Ms. DeFelice will be subject to a non-competition covenant for six months after her termination of employment, a non-solicitation covenant for one year after her termination of employment, and a perpetual non-disparagement covenant.

In accordance with the terms of Ms. DeFelice’s employment agreement, the Committee approved the following equity compensation under the Plan, subject to all grant conditions being satisfied, (including shareholder approval of an amendment to increase the number of shares available for issuance under the Plan, in the case of grants (3), (4), and (5)): (1) an award of restricted stock units valued at $500,000, which shall vest ratably over three years from the grant date; (2) an award of restricted stock units valued at $166,667, which shall be fully vested on the grant date; (3) an award of restricted stock units valued at $500,000, which shall vest ratably over three years from the grant date; (4) an award of performance stock units valued at $500,000, which shall vest ratably over three years based on the achievement of certain annual performance objectives, as determined by the Committee; and (5) an award of performance stock units valued at $333,333, which shall vest ratably over two years based on the achievement of certain annual performance objectives, as determined by the Committee.

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.