MediaCo Holding Inc., and its subsidiaries (collectively, “MediaCo” or the “Company”) is an owned and operated multi-media company formed in Indiana in 2019, focused on television, radio and digital advertising, premium programming and events.

Our portfolio includes a national network, as well as digital, and commercial operations. Our broadcasting assets consist of thirteen radio stations, including two located in New York City, WQHT(FM) and WBLS(FM) (the “Stations”), which serve the New York City demographic market area and primarily target Black, Hispanic, and multi-cultural consumers. The remaining eleven radio stations serve Los Angeles, CA, Houston, TX, and Dallas, TX. Our assets also include nine television stations serving Los Angeles, CA, Houston, TX, Denver, CO, New York, NY, Chicago, IL and Miami, FL. Our portfolio includes the Estrella brands including the EstrellaTV network, its linear and digital video content business, and its digital channels, including eight free ad-supported television (“FAST”) channels: EstrellaTV, Estrella News, Cine EstrellaTV, Estrella Games, EstrellaTV Mexico, Curiosity Explora, Curiosity Motores, and Curiosity Animales. We derive our revenues primarily from radio, television and digital advertising sales, and also generate revenues from events, including sponsorships and ticket sales, licensing, and syndication.

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all disclosures required for annual financial statements.

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete annual financial statements.

The significant accounting policies applied in preparing these condensed consolidated financial statements are consistent with those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (“fiscal year 2025”), filed with the SEC on March 31, 2026, except as otherwise disclosed herein. There have been no significant changes to the Company’s significant accounting policies during the six months ended June 30, 2026.

Restricted cash of $2.0 million as of June 30, 2026 and December 31, 2025 was held as collateral for a letter of credit entered into in connection with the lease in New York City for our radio operations and corporate offices, which expires in October 2039. The Company may be eligible to reduce the required security deposit in future periods upon satisfaction of certain conditions under the lease.


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Beginning Balance	$	1,222	$	872	$	1,671	$	1,079

Change in Provision	84		1,520		(330)		1,313
Write Offs	(414)		—		(449)		—
Ending Balance	$	892	$	2,392	$	892	$	2,392

The Company’s fair value hierarchy classification of financial instruments measured at fair value on a recurring basis has not changed during the three and six months ended June 30, 2026. The carrying value of the Company’s long-term debt approximates fair value due to its variable interest rate structure. The Company did not have any material transfers between Levels 1, 2, or 3 of the fair value hierarchy during the period.

The Company evaluates goodwill and indefinite-lived intangible assets for impairment annually, or more frequently if events or changes in circumstances indicate potential impairment. No impairment charges were recorded during the three and six months ended June 30, 2026 and 2025.

Stock-based compensation expense totaled $1.0 million for both the three and six months ended June 30, 2026, compared with $0.0 million and $0.0 million, respectively, for the corresponding periods in 2025. The increase in stock-based compensation expense was primarily attributable to immediately vesting equity awards granted during the current year, resulting in increased compensation expense recognized over the requisite service periods. The methods and assumptions used in the determination of the fair value of stock-based awards are consistent with those described in the Company’s Form 10-K for fiscal 2025.

Advertising costs are expensed when incurred. Advertising expenses were $0.1 million and $0.4 million for the three and six months ended June 30, 2026 and $0.1 million and $0.3 million for the three and six months ended June 30, 2025.

Deferred revenue includes makegood liabilities associated with network sales contracts and deferred barter transactions. As of June 30, 2026 and December 31, 2025, the makegood liability balance was $5.1 million and $7.7 million, respectively. The makegood liability is expected to be recognized over various periods not anticipated to exceed four years.


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Beginning Makegood Liability Balance	$	6,251	$	9,408	$	7,651	$	9,221
Makegood Revenue Recognized	1,387		1,171		2,819		1,713
New Makegood Obligations	196		515		228		1,244
Ending Makegood Liability Balance	$	5,060	$	8,752	$	5,060	$	8,752

	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Barter Revenue	$	575	$	782	$	1,061	$	1,221
Barter Expenses	$	581	$	782	$	1,067	$	1,189

Prior to May 1, 2025, the Company consolidated certain entities as a variable interest entity (“VIE”). Following shareholder approval on March 6, 2025, of the issuance of Class A common stock in connection with the exercise of a warrant and a Put Right, the Put Right was exercised on May 1, 2025, pursuant to which the Company acquired 100% of the equity interests of Estrella and certain subsidiaries in exchange for 7,051,538 shares of Class A common stock. As a result, Estrella became a wholly owned subsidiary and is no longer considered a VIE. Accordingly, the Company did not consolidate any VIEs subsequent to May 1, 2025.

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. The Company has considered information available to it as of the date of issuance of these financial statements and is not aware of any specific events or circumstances that would require an update to its estimates or judgments, or a revision to the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information becomes available. Actual results could differ materially from these estimates.

The accompanying condensed consolidated financial statements are prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

As of June 30, 2026, the Company has near-term debt maturities, a working capital deficit, and liquidity constraints and the potential for future violations of financial covenants under its credit agreements. Management evaluated these conditions in accordance with applicable accounting guidance and determined that, absent the successful execution of its plans, substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The Company’s failure to satisfy the Audio Adjusted EBITDA covenant for the quarter ended June 30, 2026 was waived by the applicable lender; however, the waiver applies only to the covenant period ended June 30, 2026 and does not extend to subsequent covenant periods. Accordingly, the Company may be required to obtain additional waivers or amendments to its credit agreements if it fails to satisfy applicable financial covenants in future periods.

Management has concluded that our ability to continue as a going concern is dependent on our ability to execute our business plan and/or implement other strategic options. Management is prepared to implement additional cost cutting measures, as necessary, intends to seek refinancing and to raise additional capital to meet its debt service and working capital obligations, if needed. However, while the Company has been successful in obtaining additional liquidity in the past, no assurances can be made that the Company will receive such liquidity in the future, or that the other actions described above will alleviate substantial doubt about our ability to continue as a going concern.

The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

In July 2025, the FASB issued ASU 2025‑05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendment provides a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from revenue transactions. Under the expedient, an entity may assume that current conditions at the balance‑sheet date remain constant over the remaining life of these assets, simplifying the application of the current expected credit loss model. ASU 2025‑05 is effective for annual periods beginning after December 15, 2025, and is to be applied on a prospective basis. Early adoption is permitted. The Company adopted ASU 2025-05 effective January 1, 2026. There was no material impact to the Company’s unaudited condensed consolidated financial statements as a result of adopting ASU 2025-05.

In November 2024, the FASB issued ASU 2024-03, Accounting Standards Update 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. An entity may apply the amendments prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating this guidance and its impact on the Company's condensed consolidated financial statements and financial statement disclosures.