Financial Analysis

"Commitments and Contingencies Royalty Agreements We must pay royalties to song composers and publishers whenever we broadcast musical compositions in accordance with U.S. copyright law. Such copyright owners of musical compositions most often rely on intermediaries known as performing rights organizations (""PROs"") to negotiate licenses with copyright users for the public performance of their compositions, collect royalties under such licenses and distribute them to copyright owners. We have obtained public performance licenses from, and pay license fees to, the four major PROs in the U.S., which are the American Society of Composers, Authors and Publishers (""ASCAP""), Broadcast Music, Inc. (""BMI""), SESAC, Inc. (""SESAC""), and Global Music Rights (""GMR""). On August 19, 2025, the Radio Music Licensing Committee (RMLC), of which the Company is a represented participant, announced (as did each of ASCAP and BMI, respectively) that the RMLC had entered into separate settlement agreements with each of ASCAP and BMI to resolve rate-setting proceedings pending in the United States District Court for the Southern District of New York. The settlements establish final license fee rates which apply retroactively for the period from January 1, 2022 through December 31, 2029. During the year ended December 31, 2025, the Company accrued an aggregate of $8.0 million related to the ASCAP and BMI settlements in the Corporate expenses financial statement line item of the Company's Conso …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"Debt The following table summarizes the Companys short-term and long-term debt as of December 31, 2025 and December 31, 2024 (dollars in thousands): December 31, 2025 December 31, 2024 Short-Term Debt Term Loan due 2026 $ 1,203 $ Senior Notes due 2026 22,697 Less: unamortized debt issuance costs (30) Total short-term debt, net $ 23,870 $ Long-Term Debt Term Loan due 2026 $ $ 1,203 Senior Notes due 2026 22,697 Term Loan due 2029 (1) 323,569 326,514 Senior Notes due 2029 (2) 318,225 321,181 2020 Revolving Credit Facility 55,000 Less: unamortized debt issuance costs (1,986) (2,554) Total long-term debt, net $ 694,808 $ 669,041 Future maturities of the Company's long-term debt are as follows (dollars in thousands): 2026 $ 23,900 2027 2028 2029 (1) (2) 673,217 2030 Thereafter Total $ 697,117 (1) As a result of the Exchange Offer (as defined below), $328.3 million of principal was exchanged for $311.8 million of principal resulting in a difference of $16.5 million which will be amortized to interest expense (thereby reducing interest expense) over the life of the debt. As of December 31, 2025, $11.7 million of the difference is unamortized. (2) As a result of the Exchange Offer, $323.0 million of principal was exchanged for $306.4 million of principal resulting in a difference of $16.6 million which will be amortized to interest expense (thereby reducing interest expense) over the life of the debt. As of December 31, 2025, $11.9 million of the difference is unamortized. The filing …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following tables present revenues disaggregated by revenue source (dollars in thousands): Year Ended December 31, 2025 Year Ended December 31, 2024 Broadcast radio revenue: Spot $ 338,643 $ 388,830 Network 135,862 175,285 Total broadcast radio revenue 474,505 564,115 Digital 151,277 154,198 Other 115,913 108,763 Net revenue $ 741,695 $ 827,076

DisaggregationOfRevenueTableTextBlock

"Stock-Based Compensation Expense Share-Based Compensation On April 26, 2023, the Company's stockholders approved an amendment and restatement (the Amendment) of the Cumulus Media Inc. 2020 Equity and Incentive Plan (as amended, the 2020 Plan). Pursuant to the Amendment, the number of shares of Class A common stock reserved for issuance under the Plan was increased by 700,000 shares for an aggregate number of 2,800,000 shares of Class A common stock. Such shares may be shares of original issuance or treasury shares or a combination of the foregoing. Awards can be made under the 2020 Plan for a period of ten years from April 26, 2023, subject to the right of the stockholders and the Board to terminate the 2020 Plan at any time. The purpose of the 2020 Plan is intended to, among other things, help attract, motivate and retain key employees and directors and to reward them for making major contributions to the success of the Company. The 2020 Plan permits awards to be made to employees, directors, or consultants of the Company or an affiliate of the Company. Unless otherwise determined by the Board, the Board's compensation committee will administer the 2020 Plan. The 2020 Plan generally provides for the following types of awards: stock options (including incentive options and nonstatutory options); restricted stock; stock appreciation rights; dividend equivalents; other stock-based awards; performance awards; and cash awards. If an employee's employment is terminated by the Com …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Fair Value Measurements The three levels of the fair value hierarchy to be applied when determining fair value of financial instruments are described below: Level 1 Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access; Level 2 Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities; and Level 3 Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table shows the gross amount and fair value of the Term Loans due 2026 and 2029 and the Senior Notes due 2026 and 2029 based on third party trading prices (dollars in thousands): December 31, 2025 December 31, 2024 Term Loan due 2026: Gross value $ 1,203 $ 1,203 Fair value - Level 2 $ 322 $ 541 Term Loan due 2029: Gross value $ 323,569 $ 326,514 Fair value - Level 2 $ 82,639 $ 123,179 Senior Notes due 2026: Gross value $ 22,697 $ 22,697 Fair value - Level 2 $ 13,817 $ 18,342 Senior Notes due 2029: Gross value $ 318,225 $ 321,181 Fair value - Level 2 $ 78,126 $ 110,294 The Company invests in governmental money market funds that have a maturity of three months or less at the date of purchase which are classified as cash equivalents. Due to the short maturi …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Income Taxes Income tax (benefit) expense for the Company years ended December 31, 2025 and 2024, consisted of the following (dollars in thousands): Year Ended December 31, 2025 Year Ended December 31, 2024 Current income tax expense (benefit) Federal $ $ (87) State and local 549 322 Total current income tax expense $ 549 $ 235 Deferred income tax benefit Federal $ (903) $ (3,873) State and local (1,422) (6,127) Total deferred tax benefit (2,325) (10,000) Total income tax benefit $ (1,776) $ (9,765) Total income tax benefit differed from the amount computed by applying the federal statutory tax rate of 21.0% for the year ended December 31, 2025 as a result of the following (dollars in thousands): Year Ended December 31, 2025 Computed income tax benefit at federal statutory rate $ (42,520) 21.0 % State income tax benefit, net of federal tax benefit (1) (682) 0.3 % Tax credits (343) 0.2 % Change in federal valuation allowances 40,434 (20.0) % Nontaxable or nondeductible Items 1,142 (0.6) % Other adjustments 193 (0.1) % Net income tax benefit $ (1,776) 0.9 % (1) State taxes in California, Michigan, Pennsylvania, and Texas comprise the majority (greater than 50%) of the tax effect. Total income tax benefit differed from the amount computed by applying the federal statutory tax rate of 21.0% for the year ended December 31, 2024 as a result of the following (dollars in thousands): Year Ended December 31, 2024 Computed income tax benefit at federal statutory rate $ (61,534) State in …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

"Leases The Company has entered into various lease agreements both as the lessor and lessee. We determine if an arrangement is or contains a lease at contract inception and determine its classification as an operating or finance lease at lease commencement. The leases have been classified as either operating or finance leases in accordance with ASU 2016-02, Leases (Topic 842) and its related amendments (collectively, known as ""ASC 842"") and primarily consist of leases for land, tower space, office space, certain office equipment and vehicles. The Company also has sublease arrangements that provide a nominal amount of income. A right-of-use asset and lease liability have been recorded on the balance sheet for all leases except those with an original lease term of twelve months or less. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. As a lessor, we reserve the rights to the underlying assets in our agreements and do not expect to derive any amounts at the end of the lease terms. We have elected the practical expedient under ASC 842 to not separate lease and nonlease components for all classes of underlying assets. The Company's leases typically have lease terms between five to ten years. Most of these leases include one or more renewal options for periods ranging from one to ten years. At lease commencement, the Company assesses whether it is reasonably certain to exercise a renewal option. Options that are reason …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

"Recently Adopted Accounting Guidance ASU 2023-09 - Improvements to Income Tax Disclosures (""ASU 2023-09""). In December 2023, the FASB issued ASU 2023-09, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The standard is effective for fiscal years beginning after December 15, 2024, should be applied prospectively or retrospectively, and allows for early adoption. The Company adopted ASU 2023-09 on a prospective basis, effective for the 2025 tax year. Adoption did not have a material effect on the Companys financials statements or disclosures. New Accounting Pronouncements ASU 2024-03 - Income Statement (Subtopic 220-40): Disaggregation of Income Statement Expenses (""ASU 2024-03"") . In November 2024, the FASB issued ASU 2024-03. ASU 2024-03 requires enhanced disclosures about a business entity's expenses, includes enhanced interim disclosure requirements, and requires additional disclosure about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted. ASU 2024-03 allows for either a prospective or retrospective approa …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Revenues Revenue Recognition Revenues are recognized when control of the promised goods or services are transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The following tables present revenues disaggregated by revenue source (dollars in thousands): Year Ended December 31, 2025 Year Ended December 31, 2024 Broadcast radio revenue: Spot $ 338,643 $ 388,830 Network 135,862 175,285 Total broadcast radio revenue 474,505 564,115 Digital 151,277 154,198 Other 115,913 108,763 Net revenue $ 741,695 $ 827,076 Broadcast Radio Revenue Most of our revenue is generated through the sale of terrestrial, broadcast radio spot advertising time to local, regional, and national clients. In addition to local, regional and national spot advertising revenues, we monetize our available inventory in the network sales marketplace. To effectively deliver network advertising for our customers, we distribute content and programming through third party affiliates to reach a broader national audience. Digital Revenue We generate digital advertising revenue from the sale of advertising and promotional opportunities across our podcasting network, streaming audio network, websites, mobile applications, and from the sale of digital marketing services. We sell premium advertising adjacent to, or embedded in, podcasts through our network of owned and distributed podcasts. We also operate one of the largest …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Stockholders' Equity Beginning on the Petition Date, the Company has been operating as debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with provisions of the Bankruptcy Code. Pursuant to the Plan and Disclosure Statement filed on March 5, 2026, if the Plan is confirmed, all of the equity interests in the Company are expected to be canceled or extinguished on the date that the Company emerges from bankruptcy. Common Stock Pursuant to the Companys Charter, the Company is authorized to issue an aggregate of 300,000,000 shares of stock divided into three classes consisting of: (i) 100,000,000 shares of new Class A common stock; (ii) 100,000,000 shares of new Class B common stock; and (iii) 100,000,000 shares of preferred stock. Each share of new Class A common stock is entitled to one vote per share on each matter submitted to a vote of the Company's stockholders. Except as provided below and as otherwise required by the Charter, the Company's bylaws or by applicable law, the holders of new Class A common stock shall vote together as one class on all matters submitted to a vote of stockholders generally (or if any holders of shares of preferred stock are entitled to vote together with the holders of common stock, as a single class with such holders of shares of preferred stock). Holders of new Class B common stock are generally not entitled to vote such shares on matters submitted to a vote of the Company's stockholders. Notwithstanding the f …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

"Subsequent Events Amendment to 2029 Credit Agreement On February 9, 2026, Holdings entered into a first amendment (Amendment No. 1) to the 2029 Credit Agreement by and among Holdings, Intermediate Holdings, the Borrowers party thereto, Cumulus Texas, LLC and the Lenders party thereto. Amendment No. 1, among other things, extended the grace period allowed prior to an event of default for the February 10, 2026 interest payment to March 4, 2026, subject to the Companys achievement of certain milestones, as further described in Amendment No. 1. The foregoing description of Amendment No. 1 is qualified in its entirety by reference to Amendment No. 1, a copy of which is filed as Exhibit 10.44 to this Annual Report on Form 10-K and is incorporated herein by reference. Chapter 11 Cases On the Petition Date, the Debtors commenced filing their Chapter 11 Cases to implement the Plan and effectuate the Restructuring in accordance with the Restructuring Support Agreement and the ABL Commitment Letter. On March 4, 2026, prior to initiating filing of the Chapter 11 Cases, the Company commenced the Solicitation with a related Disclosure Statement. The Chapter 11 Cases are being jointly administered for administrative purposes only under the caption In re Cumulus Media Inc., et al, Case No. 26-90346 (ARP). The Debtors continue to operate their business as debtors-in-possession under the jurisdiction of the Bankruptcy Court in accordance with the applicable provisions of the Bankruptcy Code a …

SubsequentEventsTextBlock · excerpt; the full note is in the filing

"Commitments and Contingencies Royalty Agreements We must pay royalties to song composers and publishers whenever we broadcast copyrighted musical compositions in accordance with U.S. copyright law. Such copyright owners of musical compositions most often rely on intermediaries known as performing rights organizations (""PROs"") to negotiate licenses with copyright users for the public performance of their compositions, collect royalties under such licenses and distribute them to copyright owners. We have obtained public performance licenses from, and pay license fees to, the four major PROs in the U.S., which include the American Society of Composers, Authors and Publishers (""ASCAP"") and Broadcast Music, Inc. (""BMI""). On August 19, 2025, the Radio Music Licensing Committee (RMLC), of which the Company is a represented participant, announced (as did each of ASCAP and BMI, respectively) that RMLC had entered into separate settlement agreements with each of ASCAP and BMI to resolve rate-setting proceedings pending in the United States District Court for the Southern District of New York. The settlements establish final license fee rates which apply retroactively for the period from January 1, 2022 through December 31, 2029. During the third quarter of 2025, the Company accrued an aggregate of $8.0 million related to the ASCAP and BMI settlements in the Corporate expenses financial statement line item of the Company's Condensed Consolidated Statements of Operations. As of Ma …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"Debt The following table summarizes the Companys short-term and long-term debt as of March 31, 2026 and December 31, 2025 (dollars in thousands): March 31, 2026 December 31, 2025 Short-Term Debt Term Loan due 2026 $ 1,203 $ 1,203 Senior Notes due 2026 22,697 22,697 Term Loan due 2029 (1) 311,845 Senior Notes due 2029 (2) 306,375 2020 Revolving Credit Facility 55,000 Less: unamortized debt issuance costs (3) (30) Total short-term debt, net $ 697,120 $ 23,870 Long-Term Debt Term Loan due 2029 (1) 323,569 Senior Notes due 2029 (2) 318,225 2020 Revolving Credit Facility 55,000 Less: unamortized debt issuance costs (3) (1,986) Total long-term debt, net $ $ 694,808 Less: Amounts reclassified to liabilities subject to compromise (4) (697,120) Total debt, net $ $ 718,678 (1) As a result of the Exchange Offer (as defined below), $328.3 million of principal was exchanged for $311.8 million of principal resulting in a difference of $16.5 million which was being amortized to interest expense (thereby reducing interest expense) over the life of the debt. In conjunction with the Chapter 11 Bankruptcy filing, the Company wrote off the remaining balance of $11.2 million to Reorganization items, net within the Condensed Consolidated Statement of Operations during the three months ended March 31, 2026. (2) As a result of the Exchange Offer, $323.0 million of principal was exchanged for $306.4 million of principal resulting in a difference of $16.6 million which was being amortized to interest …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following table presents revenues disaggregated by revenue source (dollars in thousands): Three Months Ended March 31, 2026 2025 Broadcast radio revenue: Spot $ 67,746 $ 80,964 Network 33,001 43,933 Total broadcast radio revenue 100,747 124,897 Digital 33,538 36,565 Other 30,162 25,887 Net revenue $ 164,447 $ 187,349

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Fair Value Measurements The following table shows the gross amount and fair value of the Term Loans due 2029 and the Senior Notes due 2026 and 2029 based on third party trading prices. The fair value of the Term Loan due 2026 is based on broker-provided indications of value in markets with limited observable inputs (dollars in thousands): March 31, 2026 December 31, 2025 Term Loan due 2026: Gross value $ 1,203 $ 1,203 Fair value - Level 3 $ 12 $ 322 Term Loan due 2029: Gross value $ 311,845 $ 323,569 Fair value - Level 2 $ 45,218 $ 82,639 Senior Notes due 2026: Gross value $ 22,697 $ 22,697 Fair value - Level 2 $ 227 $ 13,817 Senior Notes due 2029: Gross value $ 306,375 $ 318,225 Fair value - Level 2 $ 44,424 $ 78,126 The following table presents a reconciliation of the beginning and ending balances for the Company's Level 3 fair value measurements for the period ended March 31, 2026: March 31, 2026 Opening Balance $ Transfers into Level 3 (1) 12 Closing Balance $ 12 (1) Transferred from Level 2 to Level 3 from a lack of observable market data. The Company invests in governmental money market funds that have a maturity of three months or less at the date of purchase which are classified as cash equivalents. Due to the short maturity, the Company believes the carrying amount of the cash equivalents approximates fair value. The following table details the fair value measurements of the Company's investments as of March 31, 2026 and December 31, 2025 (dollars in thousands): Leve …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

"Income Taxes For the three months ended March 31, 2026, the Company recorded an income tax expense of $0.5 million on pre-tax book loss of $16.3 million, resulting in an effective tax rate of approximately (3.3)%. For the three months ended March 31, 2025, the Company recorded an income tax expense of $1.6 million on pre-tax book loss of $30.7 million, resulting in an effective tax rate of approximately (5.4)%. The differences between the effective tax rates and the federal statutory rate of 21.0% for the three month periods ended March 31, 2026 and 2025, primarily relate to the valuation allowance recognized during the year and discussed further below, state and local income taxes, and the effect of certain statutory non-deductible expenses. The Company recognizes the benefits of deferred tax assets only as its assessment indicates that it is more likely than not that the deferred tax assets will be recognized in accordance with ASC Topic 740, Income Taxes (""ASC 740""). The Company reviews the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to utilize existing deferred tax assets. As of March 31, 2026 and December 31, 2025, the Company recorded a valuation allowance against its deferred tax assets related to a portion of disallowed interest expense carryforwards and other attributes generated during the year because it is more likely than not that some of the tax benefits of these assets will not be realized i …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

"Recently Adopted Accounting Guidance ASU 2025-05 Financial Instruments - Credit Losses (Topic 326) : In July 2025, the Financial Accounting Standards Board issued ASU 2025-05 which provides a practical expedient for estimating credit losses on current accounts receivable and contract assets. The Company adopted this guidance in the first quarter of 2026. The adoption of ASU 2025-05 did not have a significant impact on the Company's Condensed Consolidated Financial Statements. New Accounting Pronouncements ASU 2024-03 - Income Statement (Subtopic 220-40): Disaggregation of Income Statement Expenses (""ASU 2024-03"") . In November 2024, the FASB issued ASU 2024-03. ASU 2024-03 requires enhanced disclosures about a business entity's expenses, includes enhanced interim disclosure requirements, and requires additional disclosure about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted. ASU 2024-03 allows for either a prospective or retrospective approach on adoption. The Company is currently evaluating the impact of ASU 2024-03 on our financial statement disclosures. ASU 2025-06 - IntangiblesGoodwill and OtherInternal-Use Software (Subtopic 350-40): Targeted Improvements …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Revenues Revenue Recognition Revenues are recognized when control of the promised goods or services are transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The following table presents revenues disaggregated by revenue source (dollars in thousands): Three Months Ended March 31, 2026 2025 Broadcast radio revenue: Spot $ 67,746 $ 80,964 Network 33,001 43,933 Total broadcast radio revenue 100,747 124,897 Digital 33,538 36,565 Other 30,162 25,887 Net revenue $ 164,447 $ 187,349 Broadcast Radio Revenue Most of our revenue is generated through the sale of terrestrial, broadcast radio spot advertising time to local, regional, and national clients. In addition to local, regional and national spot advertising revenues, we monetize our available inventory in the network sales marketplace. To effectively deliver network advertising for our customers, we distribute content and programming through third party affiliates to reach a broader national audience. Digital Revenue We generate digital advertising revenue from the sale of advertising and promotional opportunities across our podcasting network, streaming audio network, websites, mobile applications and by offering digital marketing services. We sell premium advertising adjacent to, or embedded in, podcasts through our network of owned and distributed podcasts. We also operate one of the largest streaming audio advertising netwo …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

"Stockholders' Deficit Beginning on the Petition Date, the Company has been operating as a Debtor-In-Possession under the jurisdiction of the Bankruptcy Court in accordance with the applicable provisions of the Bankruptcy Code. On April 15, 2026, the Bankruptcy Court entered the Confirmation Order confirming the Plan. The Plan is subject to various conditions precedent to effectiveness, and there can be no assurance that such conditions will be satisfied or waived or that the Plan will become effective. If the Plan becomes effective, all of the existing equity interests in the Company will be canceled and extinguished upon the Companys emergence from bankruptcy, and holders of such equity interests will not receive any distribution or retain any property on account of such interests. Common Stock Pursuant to the Companys Charter, the Company is authorized to issue an aggregate of 300,000,000 shares of stock divided into three classes consisting of: (i) 100,000,000 shares of new Class A common stock; (ii) 100,000,000 shares of new Class B common stock; and (iii) 100,000,000 shares of preferred stock. As of March 31, 2026, the Company had 23,696,628 aggregate issued shares of common stock, and 17,668,032 outstanding shares consisting of: (i) 23,464,930 issued shares and 17,436,334 outstanding shares designated as Class A common stock; and (ii) 231,698 issued and outstanding shares designated as Class B common stock. Share Repurchase Program On October 27, 2023, the Company anno …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing