STOCKHOLDERS EQUITY |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| STOCKHOLDERS EQUITY | 11. STOCKHOLDERS EQUITY Common Stock The Company has four classes of common stock, Class A, Class B, Class C and Class D. Generally, the shares of each class are identical in all respects and entitle the holders thereof to the same rights and privileges. However, with respect to voting rights, each share of Class A Common Stock entitles its holder to one vote and each share of Class B Common Stock entitles its holder to ten votes. The holders of Class C and Class D Common Stock are not entitled to vote on any matter. The holders of Class A Common Stock can convert such shares into shares of Class C or Class D Common Stock. Subject to certain limitations, the holders of Class B Common Stock can convert such shares into shares of Class A Common Stock. The holders of Class C Common Stock can convert such shares into shares of Class A Common Stock. The holders of Class D Common Stock have no such conversion rights. On September 2022, the Company’s Board of Directors approved the Company's ability to repurchase up to $0.5 million of shares in the aggregate from employees who want to sell in connection with our equity compensation plan. The Company exhausted the entire amount due to repurchases from some employees upon their stock vest during the quarter. On June 17, 2026, the Company’s Board of Directors approved an employee share repurchase program to repurchase up to $1.0 million of the Company's outstanding Class A and/or Class D Common Stock during any single calendar year (collectively, the “2026 Annual Repurchase Program”). The Annual Repurchase Program is executed in strict compliance with the terms, conditions, and restrictive covenants set forth in the Indenture as noted in Note 9 - Debt, as well as all applicable federal and state securities laws and regulations. Any unused amounts under the Annual Repurchase Program may be carried over from one year to the next, with the maximum amount to be spent in any single calendar year capped at $4.0 million for each class of shares. The following table details our stock repurchases under the 2026 Annual Repurchase Program during the three and six months ended June 30, 2026:
After giving effect to the above transaction and prior activity, the 2026 Annual Repurchase Program has approximately $0.4 million remaining under the authorization. In addition, the Company has limited but ongoing authority to purchase shares of Class D Common Stock (in one or more transactions at any time there remain outstanding grants) under the 2026 Equity and Performance Incentive Plan (as defined below). This limited authority is used to satisfy any employee or other recipient tax obligations in connection with the exercise of an option or a share grant under the 2026 Equity and Performance Incentive Plan, to the extent that the Company has capacity under its financing agreements (i.e., its current credit facilities and indentures) (each a “stock vest tax repurchase”). During the three and six months ended June 30, 2026, the Company executed stock vest tax repurchases of 145,513 shares of Class D Common Stock for approximately $0.7 million at an average price of $4.52, and 147,701 shares of Class D Common Stock for approximately $0.7 million at an average price of 4.54 per share, respectively. During the three and six months ended June 30, 2025, the Company executed stock vest tax repurchases of 11,067 shares of Class D Common Stock for approximately $0.1 million at an average price of $6.40 per share and 39,444 shares of Class D Common Stock for approximately $0.3 million at an average price of $7.80 per share, respectively. Stock Option and Restricted Stock Grant Plan The 2026 and 2019 Equity and Performance Incentive Plans are equity performance incentive plans for stock options and restricted stock, each. Both Class A and Class D Common Stock are available for grant. The Company settles stock options, net of tax, upon exercise by issuing stock. On October 1, 2024, the Company held its 2024 Annual Stockholder's meeting. At that meeting, the stockholders approved a second amendment and restatement (the “2024 Second Incentive Plan Amendment and Restatement”) of the Urban One 2019 Equity and Performance Incentive Plan (the “2019 Plan”) to (i) correct a typographical error with respect to the duration of options and (ii) increase the number of Class A and Class D shares available for issuance. The 2024 Second Incentive Plan Amendment and Restatement was approved and, as a result, 75,000 shares of Class A Common Stock and 700,000 shares of Class D Common Stock were added to the 2019 Plan. The total number of shares authorized for issuance under the 2019 Incentive Plan, giving effect to its original authorization of 550,000 Class D shares, the first amendment and restatement in 2021 with its 200,000 Class A shares and 551,958 Class D shares and the 2024 Second Incentive Plan Amendment and Restatement is (i) 75,000 shares of the Company's Class A Common Stock and (ii) 1,801,958 shares of the Company's Class D Common Stock. Immediately after giving effect to the 2024 Second Incentive Plan Amendment and Restatement 200,000 shares of the Company's Class A Common Stock are ungranted and in reserve and (ii) 700,000 shares of the Company's Class D Common Stock were ungranted and in reserve. On June 11, 2026, the Company held its 2026 Annual Shareholder's meeting. At that meeting, the shareholders approved the 2026 Equity and Performance Incentive Plan ( the "2026 Incentive Plan"). The 2026 Incentive Plan is intended to be a successor to the Urban One, Inc. 2019 Second Amended and Restated Equity and Performance Incentive Plan. The 2019 Plan expires by its terms on April 10, 2029. As the 2026 Incentive Plan was approved and adopted, no further awards of any kind will be granted pursuant to the 2019 Equity Plan, although outstanding stock options and restricted stock awards under the 2019 Equity Plan will remain outstanding pursuant to the terms of that plan. Subject to the conditions outlined below, the total number of shares of Common Stock which may be issued pursuant to Awards granted under the 2026 Incentive Plan are 1,000,000 shares of Class A Common Stock and 1,000,000 shares of Class D Common Stock plus any shares not subject to outstanding awards under any prior plan as of the Effective Date and any shares subject to outstanding awards under any prior plan as of the Effective Date that, on or after the Effective Date, cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and nonforfeitable shares of Class A Common Stock or Class D Common Stock). There are 200,000 shares of Class A Common Stock and 300,000 shares of Class D Common Stock available under the 2019 Plan and, therefore, the total and aggregate number of shares subject to the 2026 Incentive Plan are 1,200,000 shares of Class A Common Stock and 1,300,000 shares of Class D Common Stock. As of June 30, 2026, the Company had 1,200,000 shares of Class A Common Stock and 1,131,326 shares of Class D Common Stock available to grant under the 2026 Incentive Plan. Pursuant to the terms of the Company’s stock plans and subject to the Company’s insider trading policy, a portion of each recipient’s vested shares may be sold in the open market or repurchased by the Company for tax purposes on or about the vesting dates. The requisite service period or vesting period for stock options and restricted stock awards is generally 1 year. Stock option grants generally expire 10 years from the grant date. Stock-based compensation expense for the six months ended June 30, 2026 and 2025 was approximately $1.9 million and $1.3 million. The Company classifies the stock-based awards as liability when the obligation is based on a fixed monetary amount. Restricted stock grants for Class A and Class D shares are included in the Company’s outstanding share numbers on the effective date of grant. As of June 30, 2026, approximately $0.2 million of total unrecognized compensation cost related to awards of restricted Class D Common Stock is expected to be recognized over a weighted-average period of 5.2 months. The unrecognized stock-based compensation costs for liability-classified awards is approximately $3.4 million, which is expected to be recognized over a 2.5 year period. Activity relating to grants of restricted shares of Class D Common Stock for the six months ended June 30, 2026 and 2025 are summarized below:
(a) Adjusted retroactively for the Reverse Stock Split, refer to Note 2 - Summary of Significant Accounting Policies. (b) Granted and vested shares include the settlement of stock-based compensation liability of $1.6 million for the six months ended June 30, 2026.
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