uone-20260331

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

Commission File No. 0-25969

URBAN ONE, INC.

(Exact name of registrant as specified in its charter)


Delaware			52-1166660
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification No.)

1010 Wayne Avenue,

14th Floor

Silver Spring, Maryland 20910

(Address of principal executive offices)

(301) 429-3200

Registrant’s telephone number, including area code

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

Title of each class:

Trading Symbol(s)

Name of each exchange on which registered:

Class A Common Stock

UONE

NASDAQ Stock Market

Class D Common Stock

UONEK

NASDAQ Stock Market

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 x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data 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 x No o

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	o

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. o

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class						Outstanding at May 8, 2026
Class A Common Stock, $.001 Par Value						615,000
Class B Common Stock, $.001 Par Value						286,183
Class C Common Stock, $.001 Par Value						204,501
Class D Common Stock, $.001 Par Value						3,411,761

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	PART I. FINANCIAL INFORMATION	Page
Item 1.	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	5
	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31 , 202 6 and 202 5 (Unaudited)	6
	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 (Unaudited)	7
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	8
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	10
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3.	Defaults Upon Senior Securities	45
Item 4.	Mine Safety Disclosures	45
Item 5.	Other Information	45
Item 6.	Exhibits	45
SIGNATURE		46

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CERTAIN DEFINITIONS

Unless otherwise noted, throughout this report, the terms “Urban One,” the “Company,” “we,” “our” and “us” refer to Urban One, Inc. together with its subsidiaries.

Cautionary Note Regarding Forward-Looking Statements

Our disclosure and analysis in this quarterly report on Form 10-Q concerning our operations, cash flows, and financial position contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements do not relay historical facts, but rather reflect our current expectations concerning future operations, results, and events. All statements other than statements of historical fact are “forward-looking statements” including any projections of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new activities, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. You can identify some of these forward-looking statements by our use of words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “likely,” “may,” “estimates” and similar expressions. You can also identify a forward-looking statement in that such statements discuss matters in a way that anticipates operations, results or events that have not already occurred but rather will or may occur in future periods. We cannot guarantee that we will achieve any forward-looking plans, intentions, results, operations, or expectations. Because these statements apply to future events, they are subject to risks and uncertainties, some of which are beyond our control and could cause actual results to differ materially from those forecasted or anticipated in the forward-looking statements. These risks, uncertainties and factors include (in no particular order), but are not limited to:

•reduction in consumer spending, recession, economic volatility, financial market unpredictability and fluctuations in the United States and other world economies that may affect our business and financial condition, and the business and financial conditions of our advertisers;

•our degree of leverage, certain cash commitments related thereto, and potential inability to finance strategic transactions, including potential refinance transactions, given fluctuations in market conditions;

•fluctuations in the local economies of the markets in which we operate (particularly our largest markets, Atlanta; Baltimore; Charlotte; Dallas; Houston; Indianapolis; and Washington, DC) or fluctuations within individual business sectors experiencing a downturn even in the absence of a broader recession could negatively impact our ability to meet our cash needs;

•increased costs due to tariffs, inflation, or any changes in music royalty fees;

•risks associated with the implementation and execution of our business diversification strategy, including any strategic initiatives;

•risks associated with our investments or potential investment in gaming or other businesses;

•regulation by the Federal Communications Commission (“FCC”) relative to maintaining our broadcasting licenses, enacting media ownership rules, enforcing of indecency rules, and any changes in enforcement priorities;

•changes in our key personnel and on-air talent;

•increases in competition for and in the costs of our programming and content, including on-air talent and content production or acquisitions availability/costs;

•financial losses that may be incurred due to impairment charges against our broadcasting licenses, goodwill, and other intangible assets;

•increased competition for advertising revenues with other radio stations, broadcast and cable television, newspapers and magazines, outdoor advertising, direct mail, internet radio, satellite radio, smart phones, tablets, and other wireless media, the internet, social media, and other forms of advertising;

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•the impact of our acquisitions, dispositions, and similar transactions, as well as consolidation in industries in which we and our advertisers operate;

•public health crises, epidemics and pandemics, or extreme weather events and their impact on our business and the businesses of our advertisers, including disruptions and inefficiencies in the supply chain;

•developments and/or changes in laws and regulations, such as the California Consumer Privacy Act or other similar federal or state regulations through legislative action and revised rules and standards;

•disruptions to our technology network including computer systems and software, whether by human-caused or other disruptions of our operating systems, structures, or equipment, including as we further develop alternative work arrangements, as well as natural events such as pandemic, severe weather, fires, floods, and earthquakes;

•material weaknesses identified in our internal control over financial reporting which, if not remediated, could result in material misstatements in our unaudited condensed consolidated financial statements; and

•other factors mentioned in our filings with the Securities and Exchange Commission (“SEC”) including the factors discussed in detail in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (“Form 10-K”) filed on March 20, 2026.

You should not place undue reliance on these forward-looking statements, which reflect our views based only on information currently available to us as of the date of this report. We undertake no obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

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URBAN ONE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

(Unaudited)


	Three Months Ended March 31,
	2026		2025

NET REVENUE	$	77,651	$	92,235
OPERATING EXPENSES:
Programming and technical, including stock-based compensation of $— and $15 respectively	30,005		30,613
Selling, general and administrative, including stock-based compensation of $201 and $662 respectively	43,684		50,766
Depreciation and amortization	6,177		2,315
Impairment of intangible assets	—		6,443
Total operating expenses	79,866		90,137
Operating (loss) income	(2,215)		2,098
INTEREST AND INVESTMENT INCOME	8		966
INTEREST EXPENSE	(4,407)		(10,924)
GAIN ON RETIREMENT OF DEBT	2,080		11,587
OTHER (EXPENSE) INCOME, NET	(8)		192
(Loss) income before benefit from (provision for) income taxes	(4,542)		3,919
BENEFIT FROM (PROVISION FOR) INCOME TAXES	1,441		(15,658)


NET LOSS	(3,101)		(11,739)
NET (LOSS) INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS	(22)		3
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(3,079)	$	(11,742)

NET LOSS TO COMMON STOCKHOLDERS (per share)
Basic (a)	$	(0.69)	$	(2.64)
Diluted (a)	$	(0.69)	$	(2.64)

WEIGHTED-AVERAGE SHARES OUTSTANDING:
Basic (a)	4,449,258		4,442,165
Diluted (a)	4,449,258		4,442,165

(a) Weighted-average shares outstanding used in the computation of basic and diluted net loss to common stockholders per share have been retroactively adjusted to reflect the 1-for-10 Reverse Stock Split that occurred on January 22, 2026. See Note 2 - Summary of Significant Accounting Policies for additional information.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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URBAN ONE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands, except share and per share data)

(Unaudited)


	Three Months Ended March 31,
	2026		2025

NET LOSS	$	(3,101)	$	(11,739)



COMPREHENSIVE LOSS	$	(3,101)	$	(11,739)
LESS: COMPREHENSIVE (LOSS) INCOME TO NON-CONTROLLING INTERESTS	(22)		3
COMPREHENSIVE LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(3,079)	$	(11,742)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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URBAN ONE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)


	As of
	March 31, 2026		December 31, 2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	27,198	$	25,515
Restricted cash	844		843
Trade accounts receivable, net of allowance for expected credit losses of $3,222 and $4,178, respectively	70,899		88,676
Prepaid expenses	7,817		5,345
Current portion of content assets, net	38,441		39,469
Other current assets	4,677		4,604
Total current assets	149,876		164,452
CONTENT ASSETS, NET	68,491		72,552
PROPERTY AND EQUIPMENT, NET	33,474		33,384
RIGHT OF USE ASSETS, NET	38,127		35,331
GOODWILL, NET	132,347		132,382
RADIO BROADCASTING LICENSES, NET	117,046		121,014
OTHER INTANGIBLE ASSETS, NET	23,952		24,627
OTHER ASSETS	9,818		9,252
NON-CURRENT ASSETS HELD-FOR-SALE	272		—
Total assets	$	573,403	$	592,994
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	14,605	$	14,017
Accrued interest	4,403		1,018
Accrued compensation and related benefits	10,513		11,048
Reserve for audience deficiency	12,135		14,217
Short-term borrowings under the asset-backed facility	10,000		10,000
Current portion of content payables	7,222		9,446
Current portion of lease liabilities	7,891		6,702
Other current liabilities	14,843		11,861
Current liabilities held-for-sale	19		—
Total current liabilities	81,631		78,309
LONG-TERM DEBT, net	412,110		429,742
CONTENT PAYABLES, net of current portion	4,340		5,059
LONG-TERM LEASE LIABILITIES	34,492		32,543