SUBSEQUENT EVENTS	12 Months Ended
Dec. 31, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	16. SUBSEQUENT EVENTS: Since January 1, 2024, and through the date of this filing, the Company repurchased 25,285 shares of Class D common stock for $95,000 at an average price of $3.76. Since January 1, 2024, and through the date of this filing, the Company executed Stock Vest Tax Repurchases of 370,767 shares of Class D common stock for approximately $1.3 million at an average price of $3.48 per share. Since January 1, 2024, and through the date of this filing, the Company repurchased approximately $75.0 million of its 2028 Notes at an average price of approximately 88.3% of par. Since January 1, 2024, and through the date of this filing, the Compensation Committee awarded certain executive officers and management personnel 1,190,382 restricted shares of the Company’s Class D common stock and 740,139 stock options to purchase of the Company’s Class D common stock. Of these awards, 1,078,473 restricted shares of the Company’s Class D common stock and stock options to purchase 706,446 shares of the Company’s Class D common stock immediately vested upon grant. In connection with the vesting of these awards, the Company withheld a total of 367,302 shares to settle the recipients’ tax obligations. As previously disclosed, throughout most of 2023, the Company was delinquent in its filings with the SEC. These delinquent filings caused the Company to be in violation of NASDAQ Listing Rule 5250(c) (the “Periodic Filing Rule”) which requires listed companies to timely file all required periodic financial reports. Due to this violation, the Company received a possible delisting notification from the NASDAQ Stock Market, LLC (“NASDAQ”). While the Company cured the delinquent filings within calendar year 2023, the Company was required to present a compliance plan with NASDAQ. The plan included a timeline for the filing of its Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the “Last 2023 Late Filing”). On December 22, 2023, the Company filed the Last 2023 Late Filing bringing the Company into compliance with the Periodic Filing Rule. On January 4, 2024, the Company announced that it had received notice from NASDAQ confirming that it has regained compliance with the Periodic Filing Rule. On April 8, 2024, the Company received a new letter (the "First 2024 NASDAQ Notice") from NASDAQ notifying the Company that it was not in compliance with the Periodic Filing Rule as a result of not having timely filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”). The First 2024 NASDAQ Notice noted that pursuant to the NASDAQ Listing Rules, the Company was being afforded 60 calendar days, or until June 7, 2024, to regain compliance or to submit a plan to regain compliance. If NASDAQ accepts the compliance plan, NASDAQ may grant the Company an exception of up to 180 calendar days from the filing’s due date to regain compliance. On May 23, 2024, the Company received a second letter (the "Second 2024 NASDAQ Notice") from NASDAQ notifying the Company that it was further non-compliant with the Periodic Filing Rule as a result of not having timely filed its Quarterly Report on Form 10-Q for the period ended March 31, 2024 (the "2024 Q1 Form 10-Q" and together with the 2023 Form 10-K, the “2024 Delayed Filings”) with the SEC. The Second NASDAQ Notice noted that the Company has until June 7, 2024, to file both 2024 Delayed Filings or to submit a compliance plan as required by the First 2024 NASDAQ Notice. On January 26, 2024, the noncontrolling interest shareholders of Reach Media exercised their right to require Reach Media to repurchase 50% of their shares (the “Put Interest”) at the fair market value for such shares. On March 8, 2024, Reach Media closed on the Put Interest increasing the Company’s interest in Reach Media to 90% and decreasing the interest of the noncontrolling interest shareholders from 20% to 10%. Reach Media paid the noncontrolling interest shareholders approximately $7.6 million for the 10% interest. On February 8, 2024, the sale of BMI to a shareholder group led by New Mountain Capital, LLC, was completed. Based on the Company's equity interest in BMI, the sale resulted in cash proceeds of $0.8 million. As of February 15, 2024, Urban One, Inc. terminated its 50/50 partnership with Churchill Downs Incorporated that sought to develop a casino resort in the City of Richmond. The Company continues to explore options within the gaming space. On April 3, 2024, the Company entered into an employment agreement with Alfred C. Liggins, III, President and Chief Executive Officer, consistent with the terms approved by the Company’s Compensation Committee and previously disclosed on a Current Report on Form 8-K filed October 3, 2022. The terms of the new employment agreements are effective as of January 1, 2022 and a copy of the employment agreement is attached as an exhibit to that Current Report on Form 8-K filed April 9, 2024. On April 12, 2024, the Company entered into the Sixth Waiver and Amendment to the Current ABL Facility, dated as of February 19, 2021 (as amended by the Waiver and Amendment, the “Amended Current ABL Facility”), with the Company, the Company’s subsidiaries guarantors, Bank of America, N.A., as administrative agent and the lenders party thereto. The Sixth Waiver and Amendment waived certain events of default under the Current ABL Facility related to the Company’s failure to timely deliver both the Annual Financial Deliverables for the period ended December 31, 2023 (the “2023 Form 10-K”) and Quarterly Financial Deliverables for the quarter ended March 31, 2024 as required under the Current ABL Facility (the “2024 Q1 Form 10-Q” and, together with the “2023 Form 10-K, the “Delayed Reports” ). The Sixth Waiver and Amendment set a due date of May 31, 2024 for the Delayed Reports. On May 30, 2024, the Company entered into the Seventh Waiver and Amendment to the Amended Current ABL Facility (the “Seventh Waiver and Amendment”). The Seventh Waiver and Amendment waived certain events of default under the Current ABL Facility related to the Company’s failure to timely deliver both the Delayed Reports. The Seventh Waiver and Amendment sets a due date of June 17, 2024, for the Delayed Reports.

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2023

16. SUBSEQUENT EVENTS:

Since January 1, 2024, and through the date of this filing, the Company repurchased 25,285 shares of Class D common stock for $95,000 at an average price of $3.76.

Since January 1, 2024, and through the date of this filing, the Company executed Stock Vest Tax Repurchases of 370,767 shares of Class D common stock for approximately $1.3 million at an average price of $3.48 per share.

Since January 1, 2024, and through the date of this filing, the Company repurchased approximately $75.0 million of its 2028 Notes at an average price of approximately 88.3% of par.

Since January 1, 2024, and through the date of this filing, the Compensation Committee awarded certain executive officers and management personnel 1,190,382 restricted shares of the Company’s Class D common stock and 740,139 stock options to purchase of the Company’s Class D common stock. Of these awards, 1,078,473 restricted shares of the Company’s Class D common stock and stock options to purchase 706,446 shares of the Company’s Class D common stock immediately vested upon grant. In connection with the vesting of these awards, the Company withheld a total of 367,302 shares to settle the recipients’ tax obligations.

As previously disclosed, throughout most of 2023, the Company was delinquent in its filings with the SEC. These delinquent filings caused the Company to be in violation of NASDAQ Listing Rule 5250(c) (the “Periodic Filing Rule”) which requires listed companies to timely file all required periodic financial reports. Due to this violation, the Company received a possible delisting notification from the NASDAQ Stock Market, LLC (“NASDAQ”). While the Company cured the delinquent filings within calendar year 2023, the Company was required to present a compliance plan with NASDAQ. The plan included a timeline for the filing of its Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the “Last 2023 Late Filing”). On December 22, 2023, the Company filed the Last 2023 Late Filing bringing the Company into compliance with the Periodic Filing Rule. On January 4, 2024, the Company announced that it had received notice from NASDAQ confirming that it has regained compliance with the Periodic Filing Rule.

On April 8, 2024, the Company received a new letter (the "First 2024 NASDAQ Notice") from NASDAQ notifying the Company that it was not in compliance with the Periodic Filing Rule as a result of not having timely filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”). The First 2024 NASDAQ Notice noted that pursuant to the NASDAQ Listing Rules, the Company was being afforded 60 calendar days, or until

June 7, 2024, to regain compliance or to submit a plan to regain compliance. If NASDAQ accepts the compliance plan, NASDAQ may grant the Company an exception of up to 180 calendar days from the filing’s due date to regain compliance.

On May 23, 2024, the Company received a second letter (the "Second 2024 NASDAQ Notice") from NASDAQ notifying the Company that it was further non-compliant with the Periodic Filing Rule as a result of not having timely filed its Quarterly Report on Form 10-Q for the period ended March 31, 2024 (the "2024 Q1 Form 10-Q" and together with the 2023 Form 10-K, the “2024 Delayed Filings”) with the SEC. The Second NASDAQ Notice noted that the Company has until June 7, 2024, to file both 2024 Delayed Filings or to submit a compliance plan as required by the First 2024 NASDAQ Notice.

On January 26, 2024, the noncontrolling interest shareholders of Reach Media exercised their right to require Reach Media to repurchase 50% of their shares (the “Put Interest”) at the fair market value for such shares. On March 8, 2024, Reach Media closed on the Put Interest increasing the Company’s interest in Reach Media to 90% and decreasing the interest of the noncontrolling interest shareholders from 20% to 10%. Reach Media paid the noncontrolling interest shareholders approximately $7.6 million for the 10% interest.

On February 8, 2024, the sale of BMI to a shareholder group led by New Mountain Capital, LLC, was completed. Based on the Company's equity interest in BMI, the sale resulted in cash proceeds of $0.8 million.

As of February 15, 2024, Urban One, Inc. terminated its 50/50 partnership with Churchill Downs Incorporated that sought to develop a casino resort in the City of Richmond. The Company continues to explore options within the gaming space.

On April 3, 2024, the Company entered into an employment agreement with Alfred C. Liggins, III, President and Chief Executive Officer, consistent with the terms approved by the Company’s Compensation Committee and previously disclosed on a Current Report on Form 8-K filed October 3, 2022. The terms of the new employment agreements are effective as of January 1, 2022 and a copy of the employment agreement is attached as an exhibit to that Current Report on Form 8-K filed April 9, 2024.

On April 12, 2024, the Company entered into the Sixth Waiver and Amendment to the Current ABL Facility, dated as of February 19, 2021 (as amended by the Waiver and Amendment, the “Amended Current ABL Facility”), with the Company, the Company’s subsidiaries guarantors, Bank of America, N.A., as administrative agent and the lenders party thereto. The Sixth Waiver and Amendment waived certain events of default under the Current ABL Facility related to the Company’s failure to timely deliver both the Annual Financial Deliverables for the period ended December 31, 2023 (the “2023 Form 10-K”) and Quarterly Financial Deliverables for the quarter ended March 31, 2024 as required under the Current ABL Facility (the “2024 Q1 Form 10-Q” and, together with the “2023 Form 10-K, the “Delayed Reports” ). The Sixth Waiver and Amendment set a due date of May 31, 2024 for the Delayed Reports.

On May 30, 2024, the Company entered into the Seventh Waiver and Amendment to the Amended Current ABL Facility (the “Seventh Waiver and Amendment”). The Seventh Waiver and Amendment waived certain events of default under the Current ABL Facility related to the Company’s failure to timely deliver both the Delayed Reports. The Seventh Waiver and Amendment sets a due date of June 17, 2024, for the Delayed Reports.