
	December 31, 2025		December 31, 2024

First Lien Term Loans	$	45,000	$	45,000
Second Lien Term Loan	30,446		27,984
Less: Current maturities	(10,000)		—
Less: Unamortized original issue discount and deferred financing costs	(2,162)		(2,812)
Total long-term debt	$	63,284	$	70,172

Warrant Shares	$	—	$	32,155
Series B Preferred Stock	$	41,320	$	35,553

On April 17, 2024, MediaCo, as borrower and guarantor, and its direct and indirect subsidiaries, as guarantors, entered into a $45.0 million first lien term loan credit facilities (the “First Lien Credit Agreement”) with White Hawk Capital Partners, LP, as administrative and collateral agent, and various lenders from time-to-time party thereto. The First Lien Credit Agreement consists of an $35.0 million initial term loan (the “Initial Term Loan”) and delayed draw term loans in an aggregate amount up to $10.0 million (the “Delayed Draw Term Loans”). The first of such Delayed Draw Term Loans of $5.0 million was made on May 2, 2024 and the second of such Delayed Draw Term Loans of $5.0 million was made on July 17, 2024. As of December 31, 2025, there are no available borrowings on the Delayed Draw Term Loans. Subsequent to year-end, the Company obtained an amendment that extended the maturity of $5.0 million of debt previously due in May 2026 to July 2026.

In September 2024, the Company entered into the First Amendment of the First Lien Credit Agreement with White Hawk Capital Partners, LP, which provided for $7.5 million of additional Delayed Draw Term Loan Commitments for Delayed Draw Term Loans, and waived the requirement for mandatory prepayment of any net proceeds received as a result of any equity issuances, up to $7.3 million. A fee of $0.3 million was paid in conjunction with entering into this amendment. As of December 31, 2025, there are no available borrowings on the Additional Delayed Draw Term Loans and no amounts have been drawn.

The proceeds of the Initial Term Loan were used to finance the Estrella Acquisition, pay off certain existing Estrella indebtedness in connection therewith and pay related fees and transaction costs. The proceeds of the Delayed Draw Term Loans were used to provide additional working capital needs.

The Initial Term Loan will mature on April 17, 2029, and each Delayed Draw Term Loan will mature in July, 2026. First Lien Term Loans will be subject to monthly interest payments at a rate of SOFR + 6.00%. The effective interest rates of the Initial Term Loan and Delayed Draw Term Loan were 11.45% and 11.43%, respectively, as of December 31, 2025.

Beginning May 2027, monthly amortization payments are required equal to 0.8333% of the initial principal amount of the First Lien Term Loans. The Company may voluntarily repay outstanding loans under the First Lien Credit Agreement at any time, potentially subject to an exit fee if certain conditions are met.

The First Lien Credit Agreement is guaranteed by the Company and each of the Company’s direct and indirect subsidiaries, subject to certain exceptions. All obligations under the First Credit Agreement, and the guarantees of those obligations, are secured, subject to permitted liens and other exceptions, by a first priority lien in substantially all of the assets of MediaCo and all of the guarantors’ assets, including a lien on the capital stock of MediaCo.

The First Lien Credit Agreement contains certain negative covenants with which the Company must comply, as well as financial covenants requiring the Company to maintain minimum liquidity and borrowing base levels and specified cash flow thresholds for various business segments. As of December 31, 2025, the Company was in compliance with all covenants.

On April 17, 2024, in connection with the consummation of the Estrella Acquisition, the Company, as borrower, and its direct and indirect subsidiaries, as guarantors, entered into a $30.0 million second lien term loan credit facilities (the “Second Lien Credit Agreement” or the “2L Term Loan”) with HPS Investment Partners, LLC, a related party, as administrative and collateral agent, and various financial institutions from time-to-time party thereto. The Second Lien Credit Agreement was recorded at is fair value of $26.5 million as of April 17, 2024. The resulting discount is being accreted up to the principal balance over the term of the loan. Additional details regarding the related party are provided in Note 15 — Related Party Transactions.

The 2L Term Loan will mature on April 17, 2029 and will be subject to monthly interest payments at a rate of SOFR + 6.00%, of which the 6.00% may be PIK at the Company’s election. During the second quarter of 2024, the Company elected to PIK the 6.00% spread monthly. The effective interest rate of the 2L Term Loan was 13.41% as of December 31, 2025.

The Second Lien Credit Agreement is guaranteed by the Company and each of the Company’s direct and indirect subsidiaries, subject to certain exceptions. All obligations under the Second Lien Credit Agreement, and the guarantees of those obligations, are secured, subject to permitted liens and other exceptions, by a second priority lien in substantially all of the assets of MediaCo and all of the guarantors’ assets, including a lien on the capital stock of MediaCo.

The Second Lien Credit Agreement contains certain negative covenants with which the Company must comply, as well as financial covenants requiring the Company to maintain minimum liquidity and borrowing base levels and specified cash flow and adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) thresholds for various business segments. As of December 31, 2025, the Company was in compliance with all covenants.

The Second Lien Credit Agreement includes certain customary representations and warranties, affirmative covenants and events of default, including but not limited to, payment defaults, breach of representations and warranties, covenant defaults, cross defaults to certain indebtedness, certain bankruptcy-related events, certain events under ERISA, material judgments and a change of control. If an event of default occurs, the lenders under the Second Lien Credit Agreement are entitled to take various actions, including the acceleration of all amounts due under the Second Lien Credit Agreement and all actions permitted to be taken under the loan documents relating thereto or applicable law.

On April 17, 2024, MediaCo issued 60,000 shares of Series B Preferred Stock with an aggregate initial liquidation value of $60.0 million, recorded at its fair value at that time of $32.0 million, which is being accreted up to the redemption value balance over the term. The accretion amount is included in Interest expense, net in the Consolidated Statements of Operations.

The Series B Preferred Stock rank senior and in priority of payment to all other equity securities of MediaCo, including with respect to any repayment, redemption, distributions, bankruptcy, insolvency, liquidation, dissolution or winding-up. Pursuant to the Series B Articles of Amendment, the ability of MediaCo to make distributions with respect to, or make a liquidation payment on, any other class of capital stock in the Company designated to be junior to, or on parity with, the Series B Preferred Stock, will be subject to certain restrictions.

The holders of the Series B Preferred Stock are not entitled to voting rights on any matters submitted to the shareholders of the Company. Each Holder of Series B Preferred Stock will have one vote per share on any matter on which Holders of Series B Preferred Stock are entitled to vote separately as a class.

On April 17, 2024, in connection with the Estrella Acquisition, MediaCo issued the Warrant, which provides for the purchase of up to 28,206,152 shares of Class A common stock, subject to customary adjustments as set forth in the Warrant, at an exercise price per share of $0.00001. Subject to certain limitations, the Warrant also provides that the Warrant holder has the right to participate in distributions on Class A common stock on an as-exercised basis. The Warrant further provides that in no event shall the aggregate number of Warrant Shares issuable to the Warrant holder upon exercise of the Warrant exceed 19.9% of the aggregate number of shares of common stock of MediaCo outstanding, or the voting power of such outstanding shares of common stock, on the business day immediately preceding the issue date for such Warrant Shares, calculated in accordance with the applicable rules of the Nasdaq, unless and until shareholder approval. As such, all Warrant Shares are classified as a liability at their fair value based on the closing price of MediaCo Class A common stock unless and until shareholder approval is obtained. Such approval was obtained on March 6, 2025. See Note 3 - Business Combinations for additional information. Further, in connection with the closing of the equity purchase agreement on May 1, 2025, the Warrants were reclassified to a liability due to the equity clawback feature (See Note 15 for more discussion).


Year ended December 31,	First Lien Term Loans		Second Lien Term Loan		Series B Preferred Stock		Total Payments
2026	$	10,000	$	—	$	—	$	10,000
2027	2,625		2,250		—		4,875
2028	3,500		3,000		—		6,500
2029	28,875		24,750		—		53,625
2030	—		—		—		—
After 2030	—		—		60,000		60,000
Total	$	45,000	$	30,000	$	60,000	$	135,000