cmls-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-38108

Cumulus Media Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

82-5134717

(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer
Identification No.)

780 Johnson Ferry Road NE

Suite 500

Atlanta,

30342

(Address of Principal Executive Offices)

(ZIP Code)

(404) 949-0700

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Table of Contents

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer

Accelerated Filer

Non-accelerated Filer

☑

Smaller Reporting Company

☑

Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes þ No ¨

As of August 7, 2026, the registrant had 17,668,032 outstanding shares of common stock consisting of: 17,436,334 shares of Class A common stock and 231,698 shares of Class B common stock.

Table of Contents

Cumulus Media Inc.

INDEX


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025			3
Condensed Consolidated Statements of Operations For the Three and Six Months Ended June 30, 2026 and 2025			4
Condensed Consolidated Statements of Stockholders’ Deficit For the Six Months Ended June 30, 2026 and 2025			5
Condensed Consolidated Statements of Cash Flows For the Six Months Ended June 30, 2026 and 2025			6
Notes to Condensed Consolidated Financial Statements			7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			30
Item 3. Quantitative and Qualitative Disclosures about Market Risk			45
Item 4. Controls and Procedures			45
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			45
Item 1A. Risk Factors			46
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities			46

Item 5. Other Information			46
Item 6. Exhibits			47


Signatures			47

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Cumulus Media Inc.

(Debtor-In-Possession)

Condensed Consolidated Balance Sheets

(Unaudited)


Dollars in thousands (except for share data)	June 30, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents (includes restricted cash of $4,218 and $0, respectively)	$	61,111	$	81,979

Accounts receivable, less allowance for doubtful accounts of $4,705 and $4,097 at June 30, 2026 and December 31, 2025, respectively	113,121		134,136
Trade receivable	7,507		7,251

Prepaid expenses and other current assets	28,165		19,481
Total current assets	209,904		242,847
Property and equipment, net	121,807		120,765
Operating lease right-of-use assets	95,216		102,387
Broadcast licenses	407,151		407,908
Other intangible assets, net	51,578		59,782

Other assets	9,079		7,271
Total assets	$	894,735	$	940,960
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	54,325	$	104,133
Current portion of operating lease liabilities	412		27,456
Trade payable	686		2,480
Current portion of debt	2,028		23,870
Total current liabilities not subject to compromise	57,451		157,939
Long-term debt	—		694,808
Operating lease liabilities	1,051		96,104
Financing liabilities, net	—		176,194
Other liabilities	8,187		7,436
Deferred income tax liabilities	1,165		—
Total liabilities not subject to compromise	67,854		1,132,481
Liabilities subject to compromise	1,044,026		—
Total liabilities	1,111,880		1,132,481
Commitments and contingencies (Note 11)
Stockholders’ deficit:
Class A common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 23,464,930 and 23,023,497 shares issued; 17,436,334 and 17,208,386 shares outstanding at June 30, 2026 and December 31, 2025, respectively	—		—
Convertible Class B common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 231,698 shares issued and outstanding at June 30, 2026 and December 31, 2025	—		—
Treasury stock, at cost, 6,028,596 and 5,815,111 shares at June 30, 2026 and December 31, 2025, respectively	(47,131)		(47,107)
Additional paid-in-capital	361,417		360,945
Accumulated deficit	(531,431)		(505,359)
Total stockholders’ deficit	(217,145)		(191,521)
Total liabilities and stockholders’ deficit	$	894,735	$	940,960

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

Cumulus Media Inc.

(Debtor-In-Possession)

Condensed Consolidated Statements of Operations

(Unaudited)


Dollars in thousands (except for share and per share data)	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Net revenue	$	167,907	$	186,017	$	332,354	$	373,366
Operating expenses:
Content costs	55,625		59,426		121,517		138,757
Selling, general and administrative expenses	85,856		93,227		170,260		186,606
Depreciation and amortization	12,305		14,016		24,582		28,790
Corporate expenses	11,876		14,150		40,548		28,767
(Gain) loss on sale or disposal of assets or stations	(82)		100		(458)		122
Impairment of assets held for sale	—		1,420		—		1,420

Total operating expenses	165,580		182,339		356,449		384,462
Operating income (loss)	2,327		3,678		(24,095)		(11,096)
Non-operating expense:
Reorganization items, net	(7,580)		—		14,432		—
Interest expense (excludes contractual interest of $14,098 and $18,324 for the second quarter and first half of 2026, respectively)	(3,044)		(16,307)		(15,088)		(32,329)
Interest income	—		202		184		288

Other expense, net	(32)		(22)		(84)		(32)
Total non-operating expense, net	(10,656)		(16,127)		(556)		(32,073)
Loss before income taxes	(8,329)		(12,449)		(24,651)		(43,169)
Income tax expense	(881)		(372)		(1,421)		(2,019)
Net loss	$	(9,210)