13. Sale-Leaseback Transaction

On October 17, 2025 (the “Closing Date”), the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) by and among the Company, GTC Uno, LLC (“GTC”) and certain of the Company’s subsidiaries (the “Subsidiaries”), under which the Subsidiaries agreed to sell 24 telecommunications towers and related real property and other assets located at 22 sites (the “GTC Assets”) for a total cash purchase price of approximately $10.7 million (the “Sale-Leaseback Transaction”). The Purchase Agreement contains customary representations and warranties made by the Company, GTC and the Subsidiaries. On the Closing Date, the parties closed on the sale of the 22 tower sites. Sales proceeds, net of brokerage commissions and certain adjustments, of approximately $10.1 million were paid to the Company, with the remaining purchase price of $400,000 remaining in escrow and not controlled by the Company as of

December 31, 2025. Several towers had underlying land leases requiring consent to the sale by the land-owners. There was one tower with a consent pending as of year-end, as the other were received prior to the sale and three were received during the fourth quarter of 2025. During the second quarter of 2026, the Company received the remaining consent for one tower and received the remaining escrowed funds of $400,000. Simultaneously with the closing, each Subsidiary entered into an Antenna Site Lease Agreement (a “Lease”) with GTC for the Company’s continued use of the towers that were sold, pursuant to which the Subsidiaries have agreed to make annual lease payments of $1.00 per annum. Each Lease has a term of 25 years.

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The Company evaluated the Sale-Leaseback transaction under the sale-leaseback guidance in ASC 842-40 and concluded that the transfer of the properties qualified as sales because control of the assets transferred to the buyer-lessor in accordance with the guidance in ASC 606. The Company evaluated the lease classification criteria in ASC 842 and determined that the leasebacks are classified as operating leases.

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As the contractual lease payments are nominal annual payments of $1.00 per lease, the present value of lease payments was not material and therefore no lease liability was recorded. In accordance with ASC 842, the Company determined that the Sale-Leaseback transaction was not at fair value based on the difference between the present value of the lease payments and the present value of market rental payments. As such, the Company adjusted the sales price of the assets to recognize the prepayment of the rent, which was included within the right-of-use assets recorded at the time of the sale and lease commencement. The prepaid rent was amortized on a straight-line basis over the 25-year lease terms and recognized within station operating expenses in the accompanying condensed consolidated statements of operations. The estimated market rent was based on comparable third-party leases, including rent escalation provisions and then discounted to present value using a rate of 9.75%. The difference between the present value of the contractual lease payments and the present value of market lease payments was determined to be $5.2 million. This amount was recorded as prepaid rent and added to the net cash proceeds of $9.85 million from the sale, after expenses, to determine the adjusted sales price of $15.1 million for purposes of calculating the gain on the sale. These proceeds do not originally include approximately $400,000 that was previously held in escrow, noted above.

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At the time of the transaction, the carrying value of the towers was approximately $3.5 million for the 23 towers that closed as of December 31, 2025. The Company recognized a gain on sale of $11.6 million. This gain was included in other operating (income) expense, net during the year ended December 31, 2025. During the second quarter of 2026, the Company recognized an additional gain on sale of $422,000 related to the 1 remaining tower that closed during the quarter.

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During the second quarter of 2026, the Company entered into amendments to the existing Purchase Agreement and related lease arrangements (the “Amendments”) with GTC to align the previously executed documents with the intended economic substance of the transaction. Under the Amendments the Purchase Agreement was modified to provide for a $15.9 million purchase price which includes the $10.7 million up front cash payment that was previously received upon original closing, consistent with the original Purchase Agreement and new promissory notes totaling $5.2 million. In addition, the original lease agreements were modified to provide for market rent payments over the 25-year original lease terms. The effective date of the Amendments to the Leases and notes receivable was October 1, 2025 and therefore upon executing the Amendments, the Company recognized additional rent expenses of $191,000, a reduction in right of use asset amortization expense of $53,000 and interest income associated with the notes receivable of $244,000 during the second quarter of 2026 upon modification of the lease agreements.

The amendments to the lease arrangements have been evaluated and determined to represent lease modifications in accordance with ASC 842, Leases. Upon the modification of the lease agreements in Q2 of FY2026, the Company recorded right-of-use assets and lease liabilities using the Company’s incremental borrowing rate on the date of modification. Based on the Amendments, the Sale Leaseback Transaction is determined to be at fair value as the present value of contractual lease payments equals the present value of market lease payments. As a result, the previously recognized prepaid rent of $5.2 million was derecognized.

In accordance with ASC 610-20 Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets, the notes receivable now included within the purchase price were recorded at fair value in Q2 of FY2026 when the notes became enforceable. The notes receivable bears an interest rate of 9.3%, which is materially consistent to the Company’s incremental borrowing rate at the time of the Amendments. The lease payments under the amended lease agreements and principal and interest payments under the notes receivable are determinable and contractually consistent in amount and timing. The agreements include legally enforceable rights to offset, which both parties intend to exercise. As such, the notes receivable and operating lease liabilities based on the Amendments qualify for offsetting in accordance with ASC

210-20, Balance Sheet – Offsetting. As of June 30, 2026, notes receivable with a gross carrying amount of $5.5 million have been offset against operating lease liabilities, reducing the net amount of notes receivable to $0. The gross carrying amount of operating lease liabilities prior to offsetting of the notes receivable of $5.5 million was $10.6 million, with the remaining net amount of operating lease liabilities of $5.1 million, of which $1.4 million is included other accrued expenses and $3.7 million included in other liabilities in the accompanying condensed consolidated balance sheet as of June 30, 2026. The Company does not have any further amounts subject to master offsetting arrangements that are not offset as of June 30, 2026.

As of June 30, 2026 and December 31, 2025, the carrying value of the prepaid rent included in the right-of-use asset associated with the sale-leaseback transaction was $0 and $5.2 million, respectively.

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The activity related to the prepaid rent associated with the sale-leaseback transaction for the six months ended June 30, 2026 was as follows (in thousands):

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