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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 March 31, 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

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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 April 22, 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.

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Cumulus Media Inc.

INDEX


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025			3
Condensed Consolidated Statements of Operations For the Three Months Ended March 3 1 , 202 6 and 20 2 5			4
Condensed Consolidated Statements of Stockholders’ Deficit For the Three Months Ended March 31, 2026 and 2025			5
Condensed Consolidated Statements of Cash Flows For the Three Months Ended March 3 1 , 202 6 and 2025			6
Notes to Condensed Consolidated Financial Statements			7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			28
Item 3. Quantitative and Qualitative Disclosures about Market Risk			40
Item 4. Controls and Procedures			40
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			40
Item 1A. Risk Factors			41
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities			41

Item 5. Other Information			41
Item 6. Exhibits			42


Signatures			42

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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)	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	57,607	$	81,979

Accounts receivable, less allowance for doubtful accounts of $3,998 and $4,097 at March 31, 2026 and December 31, 2025, respectively	123,678		134,136
Trade receivable	9,546		7,251

Prepaid expenses and other current assets	22,959		19,481
Total current assets	213,790		242,847
Property and equipment, net	118,389		120,765
Operating lease right-of-use assets	98,714		102,387
Broadcast licenses	407,908		407,908
Other intangible assets, net	55,704		59,782

Other assets	8,924		7,271
Total assets	$	903,429	$	940,960
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	36,274	$	104,133
Current portion of operating lease liabilities	222		27,456
Trade payable	—		2,480
Current portion of debt	—		23,870
Total current liabilities not subject to compromise	36,496		157,939
Long-term debt	—		694,808
Operating lease liabilities	701		96,104
Financing liabilities, net	—		176,194
Other liabilities	1,977		7,436
Deferred income tax liabilities	400		—
Total liabilities not subject to compromise	39,574		1,132,481
Liabilities subject to compromise	1,071,727		—
Total liabilities	1,111,301		1,132,481
Commitments and contingencies (Note 10)
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 March 31, 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 March 31, 2026 and December 31, 2025	—		—
Treasury stock, at cost, 6,028,596 and 5,815,111 shares at March 31, 2026 and December 31, 2025, respectively	(47,131)		(47,107)
Additional paid-in-capital	361,480		360,945
Accumulated deficit	(522,221)		(505,359)
Total stockholders’ deficit	(207,872)		(191,521)
Total liabilities and stockholders’ deficit	$	903,429	$	940,960

See accompanying notes to the unaudited condensed consolidated financial statements.

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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 March 31,
	2026		2025
Net revenue	$	164,447	$	187,349
Operating expenses:
Content costs	65,892		79,331
Selling, general and administrative expenses	84,405		93,379
Depreciation and amortization	12,277		14,796
Corporate expenses	28,671		14,617
Gain on sale or disposal of assets or stations	(376)		—


Total operating expenses	190,869		202,123
Operating loss	(26,422)		(14,774)
Non-operating income (expense):
Reorganization items, net	22,012		—
Interest expense (excludes contractual interest of $4,226 for the first quarter 2026)	(12,044)		(16,022)
Interest income	184		86

Other expense, net	(52)		(10)
Total non-operating income (expense), net	10,100		(15,946)
Loss before income taxes	(16,322)		(30,720)
Income tax expense	(540)		(1,647)
Net loss	$	(16,862)	$	(32,367)
Basic and diluted loss per common share (see "Note 8, Loss Per Share"):
Basic: Loss per share	$	(0.96)	$	(1.88)
Diluted: Loss per share	$	(0.96)	$	(1.88)


Weighted average basic common shares outstanding	17,639,457		17,204,877
Weighted average diluted common shares outstanding	17,639,457		17,204,877

See accompanying notes to the unaudited condensed consolidated financial statements.

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Cumulus Media Inc.

(Debtor-In-Possession)

Condensed Consolidated Statements of Stockholders' Deficit

(Unaudited)


For the three months ended March 31, 2026
Dollars in thousands	Class A Common Stock			Class B Common Stock			Treasury Stock
	Number of Shares	Par Value		Number of Shares	Par Value			Number of Shares	Value		Additional Paid-In Capital		Accumulated Deficit		Total
Balance at December 31, 2025	17,208,386	$	—	231,698	$	—		5,815,111	$	(47,107)	$	360,945	$	(505,359)	$	(191,521)
Net loss	—	—		—	—			—	—		—		(16,862)		(16,862)
Shares returned in lieu of tax payments	—	—		—	—			213,485	(24)		—		—		(24)

Issuance of common stock	227,948	—		—	—			—	—		—		—		—
Stock based compensation expense	—	—		—	—			—	—		535		—		535

Balance at March 31, 2026	17,436,334	$	—	231,698	$	—		6,028,596	$	(47,131)	$	361,480	$	(522,221)	$	(207,872)















For the three months ended March 31, 2025
Dollars in thousands	Class A Common Stock			Class B Common Stock			Treasury Stock
	Number of Shares	Par Value		Number of Shares	Par Value			Number of Shares	Value		Additional Paid-In Capital		Accumulated Deficit		Total
Balance at December 31, 2024	16,723,074	$	—	312,041	$	—		5,481,216	$	(46,833)	$	358,441	$	(304,657)	$	6,951
Net loss	—	—		—	—			—	—		—		(32,367)		(32,367)
Shares returned in lieu of tax payments	—	—		—	—			333,895	(274)		—		—		(274)


Issuance of common stock	404,969	—		—	—			—	—		—		—		—
Stock based compensation expense	—	—		—	—			—	—		849		—		849

Balance at March 31, 2025	17,128,043	$	—	312,041	$	—		5,815,111	$	(47,107)	$	359,290	$	(337,024)	$	(24,841)

See accompanying notes to the unaudited condensed consolidated financial statements.

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Cumulus Media Inc.

(Debtor-In-Possession)

Condensed Consolidated Statements of Cash Flows

(Unaudited)


Dollars in thousands	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities:
Net loss	$	(16,862)	$	(32,367)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	12,277		14,796
Amortization of debt issuance costs	220		252
Amortization of debt discount	(1,099)		(1,433)
Provision for doubtful accounts	1,077		372
Gain on sale or disposal of assets or stations	(376)		—





Deferred income taxes	400		1,414
Stock-based compensation expense	535		849
Non-cash interest expense on financing liabilities	645		930
Non-cash imputed rental income	(1,241)		(1,256)
Non-cash reorganization items, net	(33,916)		—
Changes in assets and liabilities (excluding acquisitions and dispositions):
Accounts receivable	9,381		9,579
Trade receivable	(2,295)		428
Prepaid expenses and other current assets	(4,236)		(3,726)
Operating leases, net	(543)		117

Other assets	(1,848)		2,790
Accounts payable and accrued expenses	17,252		3,337
Trade payable	641		228
Other liabilities	423		(134)
Net cash used in operating activities	(19,565)		(3,824)
Cash flows from investing activities:
Proceeds from sale of assets or stations	194		482

Proceeds from insurance reimbursement	276		—

Capital expenditures	(3,893)		(5,540)
Net cash used in investing activities	(3,423)		(5,058)
Cash flows from financing activities:









Shares returned in lieu of tax payments	(24)		(274)


Repayments of financing liabilities	(1,648)		(1,707)
Repayments of finance lease obligations	(288)		(279)
Proceeds from tenant improvement reimbursement	576		—
Net cash used in financing activities	(1,384)		(2,260)
Decrease in cash and cash equivalents	(24,372)		(11,142)
Cash and cash equivalents at beginning of period	81,979		63,836
Cash and cash equivalents at end of period	$	57,607	$	52,694

See accompanying notes to the unaudited condensed consolidated financial statements.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

(Debtor-In-Possession)

1. Nature of Business, Interim Financial Data and Basis of Presentation

Cumulus Media Inc. (and its consolidated subsidiaries, except as the context may otherwise require, "Cumulus Media," "we," "us," "our," or the "Company") is a Delaware corporation, organized in 2018, and successor to a Delaware corporation with the same name that had been organized in 2002.

Nature of Business

Cumulus Media is an audio-first media company delivering premium content to a quarter billion people every month — wherever and whenever they want it. Cumulus Media engages listeners with high-quality local programming through 393 owned-and-operated radio stations across 84 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the NCAA, the Masters, US Soccer, AP News, and the Academy of Country Music Awards, across more than 7,800 affiliated stations through Westwood One, a leading national audio network; and inspires listeners through the Cumulus Podcast Network, an established and influential platform for original podcasts that are smart, entertaining, and thought-provoking. Cumulus Media provides advertisers with personal connections, local impact and national reach through broadcast and on-demand digital, mobile, social, and voice-activated platforms, as well as integrated digital marketing services, powerful influencers, full-service audio solutions, industry-leading research and insights, and live event experiences. For more information visit www.cumulusmedia.com.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the Company's unaudited Condensed Consolidated Financial Statements include all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented herein. The accompanying condensed consolidated balance sheet as of December 31, 2025, was derived from the Company’s audited financial statements as of December 31, 2025, and our accompanying unaudited Condensed Consolidated Financial Statements as of March 31, 2026, and for the periods ended March 31, 2026 and 2025, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. The financial condition and results for the interim periods are not necessarily indicative of those that may be expected for any future interim period or for the full year. The unaudited Condensed Consolidated Financial Statements herein should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The Company’s basis of presentation did not change as a result of the filing of the Chapter 11 Cases or the entry of the Confirmation Order.

Current Bankruptcy Proceedings

On March 4, 2026 (the “Petition Date”), the Company and substantially all of its direct and indirect subsidiaries (collectively, the “Debtors”) began filing voluntary petitions to commence cases (the “Chapter 11 Cases”) pursuant to Chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), to implement a joint prepackaged plan of reorganization (the “Plan”) effectuating a comprehensive debt restructuring (the “Restructuring”) in accordance with the Restructuring Support Agreement (as defined below) and the ABL Commitment Letter (as defined below). Certain direct and indirect subsidiaries of the Company did not file for Chapter 11 relief, including (a) eight companies that hold FCC Licenses and (b) two companies that are designated as “Non-Significant Subsidiaries” under the Debtors’ prepetition debt documents. The Debtors also own interests in various joint ventures and partnerships, none of which are Debtors.

On March 4, 2026, prior to initiating filing of the Chapter 11 Cases, the Company commenced the solicitation of votes on the Plan from eligible holders (“Solicitation”) with a related disclosure statement (“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 and orders of the Bankruptcy Court.

On March 4, 2026, prior to launching the Solicitation, the Debtors entered into (i) a restructuring support agreement (together with all schedules, annexes, and exhibits attached thereto, the “Restructuring Support Agreement”) with an ad hoc

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group of (a) certain lenders (the “Consenting 2029 Term Loan Lenders”) of the Company’s outstanding term loans (the "2029 Term Loans") under the 2029 Credit Agreement (as defined herein) and (b) certain holders (the “Consenting 2029 Noteholders” and, together with the Consenting 2029 Term Loan Lenders, the “Consenting 2029 Holders”) of the Company’s Senior Notes due 2029 (as defined herein) issued under the 2029 Indenture (as defined herein) and (ii) that certain commitment letter (together with all schedules, annexes, and exhibits attached thereto, the “ABL Commitment Letter”) with Fifth Third Bank, as administrative agent, and the lenders from time to time party (the “ABL Parties”) to that certain Credit Agreement, dated as of March 6, 2020 (the “ABL Credit Agreement” and the facility thereunder, the “Existing ABL Credit Facility”). As of March 31, 2026, the Consenting 2029 Holders that were party to the Restructuring Support Agreement held, in the aggregate, approximately 83% of the 2029 Term Loans and the Senior Notes due 2029. Pursuant to the Restructuring Support Agreement, the Consenting 2029 Holders have agreed, subject to certain terms and conditions, to, among other things, support the Plan.

On March 5, 2026, the Debtors filed the Plan with the Bankruptcy Court. The following is a summary of the material terms of the transactions contemplated by the Restructuring Support Agreement and the Plan (the "Restructuring Transactions"):

•all existing equity securities of the Company, including the Class A common stock and Class B common stock, shall be cancelled and the holders of such interests will not receive or retain any recovery or distribution;

•each holder of a claim under the Existing ABL Credit Facility shall receive its pro rata share of new loans under an amended and restated ABL Credit Agreement;

•each holder of a secured claim under the 2029 Credit Agreement and the 2029 Indenture shall receive its pro rata share of (a) $50 million of newly issued convertible notes (the “Exit Convertible Notes”) and (b) new Class A and Class B common stock (the “New Common Stock”) issued by the reorganized Company (the “Reorganized Company”) and/or warrants that are exercisable for New Common Stock (the “Special Warrants”), which New Common Stock (inclusive of the shares issuable upon the full exercise of the Special Warrants) will constitute, in the aggregate, 95% of the New Common Stock issued on the effective date of the Plan (the “Plan Effective Date”), subject to dilution on account of the 10% of the New Common Stock reserved for the management incentive plan (the “MIP Equity”);

•each holder of claims under the 2026 Credit Agreement and 2026 Indenture (each, as defined below) and each holder of deficiency claims under the 2029 Credit Agreement and the 2029 Indenture shall receive its pro rata share of the New Common Stock and/or Special Warrants, which New Common Stock (inclusive of the shares issuable upon the full exercise of the Special Warrants) will constitute, in the aggregate, 5% of the New Common Stock issued on the Plan Effective Date, subject to dilution on account of the MIP Equity;

•each holder of a General Unsecured Claim (as defined in the Plan) shall be paid in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to its claim; and

•certain other holders and creditors will receive treatment as detailed in the Plan.

The Restructuring Support Agreement contains various milestones (the “Milestones”), or dates by which the Debtors are required to, among other things, obtain certain orders of the Bankruptcy Court and consummate the Restructuring Transactions, including the following:

•the Debtors shall launch the Solicitation by no later than March 4, 2026 (the “Solicitation Milestone”);

•by no later than three days after the Petition Date, the Bankruptcy Court shall have entered an order setting the date of the hearing to confirm the Plan and an interim order approving the Company’s use of cash collateral (the “Scheduling Milestone”);

•by no later than 30 days after the Petition Date, the Bankruptcy Court shall have entered an order authorizing and approving the Company’s use of cash collateral on a final basis and setting forth the terms and conditions for such use (the “Final Cash Collateral Order”); provided, that this Milestone may be extended by the Debtors by up to 25 days if the purpose of such extension is solely to align the hearing on the Final Cash Collateral Order with the hearing to consider confirmation of the Plan (the “Cash Collateral Milestone”);

•by no later than 55 days after the Petition Date, the Bankruptcy Court shall have entered an order confirming the Plan (the “Confirmation Milestone”); and

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•by no later than 75 days after entry of the Confirmation Order, the Plan Effective Date shall have occurred; provided, that this Milestone may be extended by the Debtors by up to 120 days solely to the extent the Debtors have otherwise complied with the Restructuring Support Agreement and the definitive documents and all conditions to the Plan Effective Date have been satisfied other than (i) the receipt of required regulatory or other governmental approvals and (ii) any conditions that, by their nature, can only be satisfied on the Plan Effective Date.

The Debtors achieved the Solicitation Milestone upon filing the Chapter 11 Cases on March 4, 2026. On March 5, 2026, the Bankruptcy Court entered the Scheduling Order, satisfying the Scheduling Milestone. On March 25, 2026, the Bankruptcy Court entered the Final Cash Collateral Order, satisfying the Cash Collateral Milestone. On April 15, 2026, the Bankruptcy Court entered an order confirming the Plan (the "Confirmation Order"), satisfying the Confirmation Milestone.

The Company plans to continue to operate and pay vendors and employees in the ordinary course of business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. On March 5, 2026, the Debtors filed several “first day” motions seeking the Bankruptcy Court's approval to, among other things, pay prepetition employee wages, salaries, compensation, and benefits, honor certain obligations to on-air talent and other programming vendors, pay prepetition taxes and fees to government authorities, and pay certain trade creditors in the ordinary course of business. The Bankruptcy Court entered orders on March 5, 2026 granting the relief sought in the first day motions, which relief enables the Company to maintain its workforce, preserve critical vendor relationships, and conduct business operations without interruption during the Chapter 11 Cases.

On March 5, 2026, the Debtors filed a motion seeking authorization to reject certain unexpired leases that are no longer economically viable or necessary to the Company's operations. On March 30, 2026, the Bankruptcy Court entered an order authorizing the rejection of certain of these unexpired leases. As a result of the order, the Company wrote off $0.6 million of operating lease right of use assets and $14.2 million of operating lease liabilities, and recognized $3.4 million of statutory damages for the rejected leases in the first quarter of 2026. The resulting net gain of $10.2 million was recognized in Reorganization items, net, on the Company's Condensed Consolidated Statements of Operations for the three months ended March 31, 2026. All claims arising from the rejection of any unexpired lease, including lease rejection claims, will be treated as General Unsecured Claims under the Plan. The Debtors may seek Bankruptcy Court authorization to reject additional unexpired leases during the Chapter 11 Cases.

On the Plan Effective Date, our outstanding Class A common stock and Class B common stock will be canceled, released, discharged and extinguished and the Reorganized Company will issue the New Common Stock and warrants to purchase the New Common Stock, which will be distributed to debt holders. Under the Plan, the Reorganized Company does not intend to list the New Common Stock on the NYSE, NASDAQ or any other national securities exchange or over-the-counter market, or be subject to reporting obligations under Sections 12(b), 12(g) or 15(d) of the Exchange Act, or similar statutory public reporting obligations, to the extent permitted by applicable law.

On April 15, 2026, the Bankruptcy Court entered the Confirmation Order confirming the Plan. Although the Company intends to pursue the Restructuring in accordance with the terms in the Restructuring Support Agreement and the Plan, there can be no assurance that the Company will be successful in completing a restructuring or any similar transaction on the terms set forth in the Restructuring Support Agreement and the Plan, on different terms, or at all. Consummation of the Restructuring Transactions remains subject to, among other things, the satisfaction or waiver of certain conditions under the Plan, including the receipt of approval from the FCC for the emergence of the Debtors from Chapter 11 protection and their expected ownership. Although the Plan has been confirmed, there can be no assurance that all conditions to the Plan Effective Date will be satisfied or waived on a timely basis, or at all.

The Company has applied Accounting Standards Codification (“ASC”) 852 - Reorganizations in preparing the consolidated financial statements. ASC 852 requires the financial statements, for periods subsequent to the commencement of the Chapter 11 Cases, to distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain charges incurred during the three months ended March 31, 2026, related to the bankruptcy proceedings are recorded as Reorganization items, net. In addition, prepetition obligations that may be impacted by the Chapter 11 Cases have been classified on the Consolidated Balance Sheet at March 31, 2026, as Liabilities subject to compromise. These liabilities are reported at the amounts the Company anticipates will be allowed by the Bankruptcy Court. See below for more information regarding Reorganization items.

ASC 852 requires certain additional reporting for financial statements prepared between the bankruptcy filing date and the date of emergence from bankruptcy, including:

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•Reclassification of Debtor prepetition liabilities that are unsecured, under-secured or where it cannot be determined that the liabilities are fully secured, to a separate line item in the Consolidated Balance Sheet called, "Liabilities subject to compromise"; and

•Segregation of Reorganization items, net, as a separate line in the Condensed Consolidated Statements of Operations.

Reorganization Items

The Debtors have incurred and will continue to incur significant costs associated with the reorganization, primarily legal and professional fees. These costs will be expensed as incurred and are expected to significantly affect the Company’s results of operations. In accordance with applicable guidance, costs associated with the bankruptcy proceedings since the Petition Date and through Emergence will be recorded as Reorganization Items, net within the Company's accompanying Condensed Consolidated Statement of Operations. See "Note 9, Reorganization Items, net" for additional information.

Liabilities Subject to Compromise

The accompanying Condensed Consolidated Balance Sheet as of March 31, 2026, includes amounts classified as Liabilities Subject to Compromise, which represent prepetition liabilities the Company anticipates will be allowed as claims in the Chapter 11 Cases. These amounts represent the Debtors’ current estimate of known or potential obligations to be resolved in connection with the Chapter 11 Cases, and may differ from actual future settlement amounts paid. Differences between liabilities estimated and claims filed, or to be filed, will be investigated and resolved in connection with the claims resolution process. The Company will continue to evaluate these liabilities throughout the Chapter 11 process and adjust amounts as necessary. See "Note 10, Liabilities Subject to Compromise" for additional information.

Liquidity and Going Concern Considerations

In accordance with Accounting Standards Codification ("ASC") 205-40, Going Concern, the Company has the responsibility to evaluate at each reporting period, including interim periods, whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations. In its evaluation for this report, management considered the Company’s current financial condition and liquidity sources, including currently available funds and forecasted future cash flows, and the Company’s conditional and unconditional obligations due for 12 months following the date of issuance of this Quarterly Report on Form 10-Q. As of December 31, 2025, the Company was in compliance with all required debt and related financial covenants. As of that date, the Company was evaluating a number of strategic alternatives, including restructuring, refinancing or amending the Company's debt. During the first quarter of 2026, the Company was unable to reach satisfactory resolution of those strategic alternatives, and determined that filing the Chapter 11 Cases was in the best interests of the Company and its stakeholders. The filing of the Chapter 11 Cases constituted an event of default that accelerated the Company’s obligations under its debt instruments, as further described in "Note 4, Debt.” Based on the Company's filing for relief under Chapter 11 of the Bankruptcy Code which constituted an event of default under certain of the Company’s debt documents, as well as the uncertainty surrounding such filings, the Company determined that there is substantial doubt as to the Company’s ability to continue as a going concern for a period of 12 months following the date of issuance of this Quarterly Report on Form 10-Q.

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. As noted above, Liabilities subject to compromise will be resolved in connection with the Chapter 11 Cases. The Company’s ability to continue as a going concern is contingent upon the Company’s ability to successfully implement the Company’s plan of reorganization, among other factors. As a result of the Chapter 11 Cases, the realization of assets and the satisfaction of liabilities are subject to uncertainty. The condensed consolidated financial statements do not reflect or include any future consequences related to Chapter 11 relief or the Company's emergence from Chapter 11.

Segment Reporting

The Company has one operating and reportable segment and presents the comparative periods on a consolidated basis to reflect the one reportable segment. The Company’s Chief Executive Officer, its Chief Operating Decision Maker ("CODM"), is regularly provided financial information consistent with the Consolidated Statement of Operations presented within. Specifically, the CODM utilizes consolidated net loss and consolidated adjusted earnings before interest, taxes, depreciation, and amortization ("Adjusted EBITDA") as profitability measures for purposes of making operating decisions and assessing financial performance. Further, the CODM reviews and utilizes content costs, selling, general and administrative expenses, and

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corporate expenses at the consolidated level to manage the Company's operations. Other segment items included in consolidated net loss are depreciation and amortization, loss on sale or disposal of assets or stations, reorganization items, net, interest expense, interest income, other expense, net and income tax expense which are reflected in the Condensed Consolidated Statement of Operations.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including significant estimates related to bad debts, intangible assets, income taxes, stock-based compensation, contingencies, litigation, valuation assumptions for impairment analysis, certain expense accruals, leases and, if applicable, purchase price allocations. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, and which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual amounts and results may differ materially from these estimates.

Comprehensive Loss

Comprehensive loss includes net loss and certain items that are excluded from net loss and recorded as a separate component of stockholders' equity. During the three months ended March 31, 2026 and 2025, the Company had no items of other comprehensive loss and, therefore, comprehensive loss does not differ from reported net loss.

Assets Held for Sale

Long-lived assets to be sold are classified as held for sale in the period in which they meet all the criteria for the disposal of long-lived assets. As of March 31, 2026 and December 31, 2025, assets held for sale were not material.

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. 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. 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. The Company also has sublease arrangements that provide a nominal amount of income.

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Supplemental Cash Flow Information

The following summarizes supplemental cash flow information to be read in conjunction with the unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (dollars in thousands):


	Three Months Ended March 31,
	2026		2025
Supplemental disclosures of cash flow information:
Interest paid	$	3,034	$	23,028
Income taxes paid (net of refunds)	(113)		(392)
Reorganization items paid	612		—
Supplemental disclosures of non-cash flow information:
Trade and barter revenue(1)	$	21,376	$	16,575
Trade and barter expense(1)	19,050		16,940
Noncash principal change in financing liabilities	(512)		(12,532)

(1) The related changes in trade receivables and trade payables reflect non-cash movements in assets and liabilities

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 - Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"). In September 2025, the FASB issued ASU 2025-06, which updates the accounting for internal-use software by removing project stage references and introduces a new capitalization threshold based on management authorization and project completion probability. The guidance requires evaluation of significant development uncertainty, including novel functionality and unresolved performance requirements. ASU 2025-06 also requires website-specific development costs to be evaluated under the same framework as other internal-use software and clarifies that capitalized internal-use software costs are subject to the property, plant and equipment disclosure requirements under ASC 360-10. The amendments are effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. ASU 2025-06 may be applied prospectively, retrospectively or on a modified transition approach with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-06 on our financial statement disclosures.

2. 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.

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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 networks in the U.S., including owned and operated internet radio simulcasted stations with either digital ad-inserted or simulcasted ads. We sell display ads across 393 local radio station websites, mobile applications, and ancillary custom client microsites. In addition, we sell an array of local digital marketing services to new and existing advertisers such as email marketing, geo-targeted display, video solutions and search engine marketing within our Cumulus C-Suite portfolio, as well as website building and hosting, social media management, reputation management, listing management, and search engine optimization within our Boost product suite.

Other Revenue

Other revenue includes trade and barter transactions, remote and event revenue, and non-advertising revenue. Non-advertising revenue represents fees received for licensing network content, imputed tower rental income, satellite rental income, and proprietary software licensing.

Trade and Barter Transactions

The Company provides commercial advertising inventory in exchange for goods and services used principally for promotional, sales, programming and other business activities. Programming barter revenue is derived from an exchange of programming content, to be broadcast on the Company's airwaves, for commercial advertising inventory, usually in the form of commercial placements inside the show exchanged. Trade and barter value is based upon management's estimate of the fair value of the products, supplies and services received. Trade and barter revenue is recorded when commercial spots are aired, in the same pattern as the Company's normal cash spot revenue is recognized. Non-cash trade and barter expense is recorded when goods or services are consumed. For the three months ended March 31, 2026 and 2025, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of $21.4 million and $16.6 million, respectively; and (2) trade and barter expenses of $19.1 million and $16.9 million, respectively.

Capitalized Costs of Obtaining a Contract

The Company capitalizes certain incremental costs of obtaining contracts with customers which it expects to recover. For new local direct contracts where the new and renewal commission rates are not commensurate, management capitalizes commissions and amortizes the capitalized commissions over the average customer life. These costs are recorded within selling, general and administrative expenses in our unaudited Condensed Consolidated Statements of Operations. As of March 31, 2026 and December 31, 2025, the Company recorded an asset of approximately $5.8 million and $6.0 million, respectively, related to the unamortized portion of commission expense on new local direct revenue.

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3. Intangible Assets

The gross carrying amount and accumulated amortization of the Company’s intangible assets as of March 31, 2026 and December 31, 2025 are as follows (dollars in thousands):


	Indefinite-Lived				Definite-Lived				Total
Gross Carrying Amount	Broadcast licenses		Trademarks		Affiliate and producer relationships		Tower income contracts
Balance as of December 31, 2025	$	407,908	$	15,535	$	145,000	$	13,472		$	581,915



Dispositions	—		—		—		—			—

Balance as of March 31, 2026	$	407,908	$	15,535	$	145,000	$	13,472		$	581,915

Accumulated Amortization
Balance as of December 31, 2025	$	—	$	—	$	(102,872)	$	(11,353)		$	(114,225)
Amortization expense	—		—		(3,704)		(374)			(4,078)



Balance as of March 31, 2026	$	—	$	—	$	(106,576)	$	(11,727)		$	(118,303)
Net Book Value as of March 31, 2026	$	407,908	$	15,535	$	38,424	$	1,745		$	463,612

The Company performs impairment testing of its indefinite-lived intangible assets annually as of December 31 of each year and on an interim basis if events or circumstances indicate that its indefinite-lived intangible assets may be impaired. The Company reviews the carrying amount of its definite-lived intangible assets for recoverability whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Events and circumstances did not necessitate any interim impairment tests during the three months ended March 31, 2026 and 2025, respectively. We will continue to monitor changes in economic and market conditions, and if any events or circumstances indicate a triggering event has occurred, we will perform an interim impairment test of our intangible assets at the appropriate time.

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4. Debt

The following table summarizes the Company’s 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 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 $11.3 million to Reorganization items, net within the Condensed Consolidated Statement of Operations during the three months ended March 31, 2026.

(3) In conjunction with the Chapter 11 Bankruptcy filing, the Company wrote off the remaining balance of unamortized debt issuance costs of $1.9 million to Reorganization items, net within the Condensed Consolidated Statement of Operations during the three months ended March 31, 2026.

(4) In connection with the Chapter 11 Bankruptcy filing, all debt has been reclassified to Liabilities Subject to Compromise in the Company's Condensed Consolidated Balance Sheet as of March 31, 2026.

The filing of the Chapter 11 Cases constituted an event of default that accelerated the Company’s obligations under the following instruments (the “Debt Instruments”):

•the ABL Credit Agreement;

•the 2026 Credit Agreement;

•the 2026 Indenture;

•the 2029 Credit Agreement; and

•the 2029 Indenture.

Except for interest owed under the 2020 Revolving Credit Agreement, the Company has ceased paying interest on its prepetition debt obligations during the pendency of the Chapter 11 Cases. The Debtors have agreed to pay interest during the Chapter 11 Cases on the prepetition obligations under the 2020 Revolving Credit Agreement in accordance with the orders of

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the Bankruptcy Court authorizing the Debtors’ use of cash collateral. Adequate protection payments will be recognized as a reduction to the carrying amount of the 2020 Revolving Credit Agreement. Concurrently, as a result of adjusting to the estimated allowed claim amount for the corresponding debt instruments, a charge will be recognized within Reorganization items, net.

2026 Credit Agreement (Term Loan due 2026)

On September 26, 2019, the Company entered into a new credit agreement by and among Cumulus Media Intermediate, Inc. ("Intermediate Holdings"), a direct wholly-owned subsidiary of the Company, Cumulus Media New Holdings Inc., a Delaware corporation and an indirectly wholly-owned subsidiary of the Company ("Holdings"), certain other subsidiaries of the Company, Bank of America, N.A., as Administrative Agent, and the other banks and financial institutions party thereto as Lenders (the "2026 Credit Agreement"). Pursuant to the 2026 Credit Agreement, the lenders party thereto provided Holdings and its subsidiaries that are party thereto as co-borrowers with a $525.0 million senior secured Term Loan (the "Term Loan due 2026"), which was used to refinance the remaining balance of the then outstanding term loan (the "Term Loan due 2022"). On June 9, 2023, Intermediate Holdings and certain of the Company's other subsidiaries (collectively, with Holdings and Intermediate Holdings, the ("Credit Parties") entered into a second amendment ("Amendment No. 2") to the 2026 Credit Agreement. Amendment No. 2, among other things, modifies certain terms of the Term Loan due 2026 to replace the relevant benchmark provisions from the London Interbank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR"). Except as modified by Amendment No. 2, the existing terms of the 2026 Credit Agreement remained in effect.

The maturity date of the Term Loan due 2026 was March 31, 2026.

The 2026 Credit Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature. Events of default in the 2026 Credit Agreement include, among others, the failure to pay when due the obligations owing thereunder and the occurrence of bankruptcy or insolvency events. Upon the occurrence of an event of default, the Administrative Agent (as defined in the 2026 Credit Agreement) may, with the consent of, or upon the request of, the required lenders, accelerate the Term Loan due 2026 and exercise any of its rights as a secured party under the 2026 Credit Agreement and the ancillary loan documents provided, that in the case of certain bankruptcy or insolvency events with respect to a borrower, the Term Loan due 2026 will automatically accelerate. Such covenants are not in force during the pendency of the Chapter 11 Cases.

The 2026 Credit Agreement does not contain any financial maintenance covenants. The 2026 Credit Agreement provides that Holdings will be permitted to enter into either a revolving credit facility or receivables facility, subject to certain conditions (see below).

Amounts outstanding under the 2026 Credit Agreement are guaranteed by Intermediate Holdings, and the present and future wholly-owned restricted subsidiaries of Holdings that are not borrowers thereunder, subject to certain exceptions as set forth in the 2026 Credit Agreement (the "Guarantors") and secured by a security interest in substantially all of the assets of Holdings, the subsidiaries of Holdings party to the 2026 Credit Agreement as borrowers, and the Guarantors. As of March 30, 2026, immediately prior to maturity, the Term Loan due 2026 bore interest at a rate of 7.54% per annum.

In connection with the Term Loan Exchange Offer (as defined below), Holdings also solicited consents from lenders of the Term Loan due 2026 to make certain proposed amendments to the 2026 Credit Agreement which eliminated substantially all restrictive covenants, eliminated certain events of default, subordinated the liens on the collateral to the liens securing the Term Loan due 2029 and the Senior Notes due 2029 and modified or eliminated certain other provisions. After receiving the requisite consents, on May 2, 2024, Holdings entered into an exchange agreement effectuating such amendment.

2029 Credit Agreement (Term Loan Due 2029)

On May 2, 2024, Holdings completed its previously announced offer (the "Term Loan Exchange Offer" and, together with the Notes Exchange Offer, the "Exchange Offer") to exchange its Term Loan due 2026, for new senior secured term loans due May 2, 2029 (the "Term Loan due 2029") issued under a new credit agreement. In connection with the Term Loan Exchange Offer, Holdings exchanged $328.3 million in aggregate principal amount of the Term Loan due 2026 for $311.8 million in aggregate principal amount of the Term Loan due 2029. After giving effect to the Term Loan Exchange Offer, including fees and expenses, as of May 2, 2024, there was $1.2 million in aggregate principal amount outstanding under Term Loan due 2026 and $311.8 million in aggregate principal amount outstanding under the Term Loan due 2029.

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Upon consummation of the Term Loan Exchange Offer, Holdings entered into a new term loan credit agreement (as amended (including as described below), the "2029 Credit Agreement"), by and among Holdings, Intermediate Holdings, certain other subsidiaries of the Company, Bank of America, N.A., as Administrative Agent, and the other banks and financial institutions party thereto as lenders. The maturity date of the Term Loan due 2029 is May 2, 2029. As of March 31, 2026, the Term Loan due 2029 bore interest at a rate of 8.66% per annum.

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 Company’s achievement of certain milestones, as further described in Amendment No. 1.

The 2029 Credit Agreement contains customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, may restrict the ability of us and our subsidiaries to incur additional indebtedness, pay dividends or repurchase stock. Such covenants are not in force during the pendency of the Chapter 11 Cases. The Term Loan due 2029 and related guarantees are secured by first-priority (with respect to the Term Loan Priority Collateral (as defined in the 2029 Credit Agreement)) and second-priority (with respect to the ABL Priority Collateral (as defined in the 2029 Credit Agreement)) security interests in, subject to permitted liens and certain exceptions, substantially all of the existing and future assets of Holdings and the Existing Guarantors, which assets also secure the 2020 Revolving Credit Agreement (as defined below) and the Senior Notes due 2029 and do not secure the Senior Notes due 2026. In addition, the Term Loan due 2029 is guaranteed by certain subsidiaries that are designated as unrestricted under the Term Loan due 2026 and the Senior Notes due 2026 and secured by first-priority security interests in, subject to permitted liens and certain exceptions, the assets of such subsidiaries. The Senior Notes due 2026 and Term Loan due 2026 do not have the benefit of such additional guarantees and collateral.

2020 Revolving Credit Agreement

On March 6, 2020, Holdings and certain of the Company’s other subsidiaries, as borrowers (the “Borrowers”), and Intermediate Holdings entered into a $100.0 million revolving credit facility (the “2020 Revolving Credit Facility") pursuant to a Credit Agreement (as amended from time to time (including as described below), the "2020 Revolving Credit Agreement"), dated as of March 6, 2020, with Fifth Third Bank, as a lender and Administrative Agent and certain other lenders from time to time party thereto.

On May 2, 2024, the Borrowers and Intermediate Holdings entered into a sixth amendment (the "Sixth Amendment") to the 2020 Revolving Credit Agreement which, among other things, (i) extended the maturity date of all borrowings under the 2020 Revolving Credit Facility to March 1, 2029, provided, that if any indebtedness for borrowed money of Holdings or one of its restricted subsidiaries with an aggregate principal amount in excess of the lesser of (A) $50.0 million and (B) the greater of (x) $35.0 million and (y) the aggregate principal amount of indebtedness outstanding under the 2026 Credit Agreement and the 2026 Indenture (as defined below) is outstanding on the date that is 90 days prior to the stated maturity of such indebtedness (each such date, a "Springing Maturity Date"), then the Initial Maturity Date shall instead be such Springing Maturity Date, and (ii) increased the aggregate commitments under the 2020 Revolving Credit Agreement to $125.0 million. Except as modified by the Sixth Amendment, the existing terms of the 2020 Revolving Credit Agreement remained in effect.

The 2020 Revolving Credit Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature. Events of default in the 2020 Revolving Credit Agreement include, among others: (a) the failure to pay when due the obligations owing thereunder; (b) the failure to perform (and not timely remedy, if applicable) certain covenants; (c) certain defaults and accelerations under other indebtedness; (d) the occurrence of bankruptcy or insolvency events; (e) certain judgments against Intermediate Holdings or any of its subsidiaries; (f) the loss, revocation or suspension of, or any material impairment in the ability to use, any one or more of, any material FCC licenses; (g) any representation or warranty made, or report, certificate or financial statement delivered, to the lenders subsequently proven to have been incorrect in any material respect; and (h) the occurrence of a Change in Control (as defined in the 2020 Revolving Credit Agreement). Upon the occurrence of an event of default, the lenders may terminate the loan commitments, accelerate all loans and exercise any of their rights under the 2020 Revolving Credit Agreement and the ancillary loan documents as a secured party. Such covenants are not in force during the pendency of the Chapter 11 Cases.

The 2020 Revolving Credit Agreement does not contain any financial maintenance covenants with which the Company must comply. However, if average excess availability under the 2020 Revolving Credit Facility is less than the greater of (a) 12.5% of the total commitments thereunder or (b) $10.0 million, the Company must comply with a fixed charge coverage ratio of not less than 1.0:1.0.

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Amounts outstanding under the 2020 Revolving Credit Agreement are guaranteed by Intermediate Holdings and the present and future wholly-owned restricted subsidiaries of Intermediate Holdings that are not borrowers thereunder, subject to certain exceptions as set forth in the 2020 Revolving Credit Agreement (the “2020 Revolver Guarantors”) and secured by a security interest in substantially all of the assets of Holdings, the subsidiaries of Holdings party to the 2020 Revolving Credit Agreement as borrowers, and the 2020 Revolver Guarantors.

As of March 31, 2026, $60.0 million was outstanding under the 2020 Revolving Credit Facility, representing a draw of $55.0 million and $5.0 million of letters of credit.

Senior Notes due 2026

On June 26, 2019, Holdings and certain of the Company's other subsidiaries, entered into an indenture, dated as of June 26, 2019 (the " 2026 Indenture") with U.S. Bank National Association, as trustee, governing the terms of the Issuer's $500,000,000 aggregate principal amount of 6.75% Senior Secured First-Lien Notes due 2026 (the "Senior Notes due 2026"). The Senior Notes due 2026 were issued on June 26, 2019. The net proceeds from the issuance of the Senior Notes due 2026 were applied to partially repay existing indebtedness under the Term Loan due 2022. In conjunction with the issuance of the Senior Notes due 2026, debt issuance costs of $7.3 million were capitalized and amortized over the term of the Senior Notes due 2026.

Interest on the Senior Notes due 2026 is payable on January 1 and July 1 of each year, commencing on January 1, 2020. The Senior Notes due 2026 mature on July 1, 2026.

In connection with the Notes Exchange Offer (as defined below), Holdings solicited consents from holders of the Senior Notes due 2026 to certain proposed amendments to the 2026 Indenture (such amendments, the "Proposed Amendments"), which, among other things, eliminated substantially all restrictive covenants, eliminated certain events of default, modified or eliminated certain other provisions, and released all the collateral securing the Senior Notes due 2026. As a result of receiving consents from holders representing over 66 2/3% of the Senior Notes due 2026, Holdings entered into the First Supplemental Indenture, dated as of May 2, 2024, between Holdings and the U.S. Bank Trust Company, National Association, as trustee, containing such Proposed Amendments.

The Senior Notes due 2026 are fully and unconditionally guaranteed by Intermediate Holdings and the present and future wholly-owned restricted subsidiaries of Holdings (the "Senior Notes Guarantors"), subject to the terms of the 2026 Indenture.

The Indenture contains representations, covenants and events of default customary for financing transactions of this nature. A default under the Senior Notes due 2026 could cause a default under the Refinanced Credit Agreement. Such covenants are not in force during the pendency of the Chapter 11 Cases.

Senior Notes due 2029

On May 2, 2024, Holdings consummated its previously announced offer (the "Notes Exchange Offer") to exchange any and all of its outstanding Senior Notes due 2026 for new 8.00% Senior Secured First-Lien Notes due 2029 (the "Senior Notes due 2029"). In connection with the Notes Exchange Offer, Holdings accepted $323.0 million in aggregate principal amount of Senior Notes due 2026 tendered in the Notes Exchange Offer in exchange for $306.4 million in aggregate principal amount of Senior Notes due 2029. After giving effect to the Notes Exchange Offer, including fees and expenses, as of May 2, 2024, there was $23.2 million in aggregate principal amount of Senior Notes due 2026 outstanding and $306.4 million in aggregate principal amount of Senior Notes due 2029 outstanding.

The Senior Notes due 2029 were issued pursuant to an Indenture (the "2029 Indenture"), dated as of May 2, 2024, by and among Holdings, the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee. Interest on the Senior Notes due 2029 is payable on March 15 and September 15 of each year, commencing on September 15, 2024. The Senior Notes due 2029 mature on July 1, 2029.

The Senior Notes due 2029 are fully and unconditionally guaranteed by Intermediate Holdings and the present and future wholly-owned restricted subsidiaries of Holdings (the "Senior Notes Guarantors"), subject to the terms of the 2029 Indenture. Other than certain assets secured on a first priority basis under the 2020 Revolving Credit Facility (as to which the Senior Notes due 2029 are secured on a second-priority basis), the Senior Notes due 2029 and related guarantees are secured on a first-priority basis pari passu with the Term Loan due 2029 (subject to certain exceptions) by liens on substantially all of the assets of the Holdings and the Senior Notes Guarantors.

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repurchase stock. A default under the Senior Notes due 2029 could cause a default under the 2029 Credit Agreement. Such covenants are not in force during the pendency of the Chapter 11 Cases.

5. 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):


	Level 1				Level 2				Level 3
	March 31, 2026		December 31, 2025		March 31, 2026		December 31, 2025		March 31, 2026		December 31, 2025
Cash equivalents	$	—	$	30,681	$	—	$	—	$	—	$	—

6. 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

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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 in the future. The Company will continue to monitor the valuation of deferred tax assets and tax liabilities, which requires judgment in assessing the likely future tax consequences of events that are recognized in the Company's financial statements or tax returns as well as judgment in projecting future profitability.

7. 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 Company’s 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 Company’s 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 announced that the Board of Directors authorized a new share repurchase program (the "Current Share Repurchase Authorization") for up to $25.0 million of outstanding Class A common stock. The Current Share Repurchase Authorization expired on May 15, 2025 and superseded and replaced our Prior Share Repurchase Authorization, which expired on November 3, 2023 (the "Prior Share Repurchase Authorization"). The repurchase program did not require the Company to repurchase a minimum number of shares. We are currently subject to significant restrictions under the terms of our debt agreements with respect to payment to repurchase shares of our common stock. See "Note 4 — Debt" for further discussion of the restrictions in our debt agreements.

During the three months ended March 31, 2026 and 2025, the Company did not repurchase any shares of its outstanding Class A Common stock in the open market.

Prior to its expiration, $25.0 million of the Company's outstanding Class A common stock remained available for repurchase under the share repurchase program, subject to restrictions under the terms of our debt agreements.

8. Loss Per Share

The Company calculates basic loss per share by dividing net loss by the weighted average number of common shares outstanding. The Company calculates diluted loss per share by dividing net loss by the weighted average number of common shares outstanding plus the dilutive effect of all outstanding share-based awards, including stock options and restricted stock awards.

For the three months ended March 31, 2026 and 2025, given the net loss attributable to the Company's common stockholders, potential common shares that would have caused dilution, such as employee stock options, restricted shares and other stock awards, were excluded from the diluted share count because their effect would have been anti-dilutive.

The Company applies the two-class method to calculate loss per share. Because both classes share the same rights in dividends and losses, loss per share (basic and diluted) is the same for both classes.

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The following tables present the basic and diluted loss per share, and the reconciliation of basic to diluted weighted average common shares (in thousands):


	Three Months Ended March 31,
	2026		2025
Basic Loss Per Share
Numerator:
Undistributed net loss from operations	$	(16,862)	$	(32,367)



Basic net loss attributable to common shares	$	(16,862)	$	(32,367)
Denominator:
Basic weighted average shares outstanding	17,639		17,205
Basic undistributed net loss per share attributable to common shares	$	(0.96)	$	(1.88)

Diluted Loss Per Share
Numerator:
Undistributed net loss from operations	$	(16,862)	$	(32,367)



Diluted net loss attributable to common shares	$	(16,862)	$	(32,367)
Denominator:
Basic weighted average shares outstanding	17,639		17,205

Effect of dilutive options and restricted share units	—		—
Diluted weighted average shares outstanding	17,639		17,205
Diluted undistributed net loss per share attributable to common shares	$	(0.96)	$	(1.88)

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9. Reorganization items, net

Reorganization items incurred as a result of the Chapter 11 Cases are presented separately in the accompanying Condensed Consolidated Statement of Operations for the three months ended March 31, 2026 and were as follows (in thousands):


	March 31, 2026
Allowed claims adjustments for debt obligations(1)	$	20,320
Professional fees (2)	(7,766)
Rejected lease contracts (3)	10,195
Other (4)	(737)
Reorganization items, net	$	22,012

(1)Adjustments to reflect estimated allowed claims as detailed in the Plan and related disclosure statement with respect to outstanding debt obligations.

(2) Professional fees relate to legal, financial advisory and other professional costs directly associated with the reorganization process.

(3) Adjustment recorded for allowed claim amounts related to rejected lease contracts.

(4) Other relates to Federal Communications Commission filing and United States Trustee fees directly associated with the reorganization process.

As of March 31, 2026, $7.9 million of Professional fees and Other were unpaid and accrued in Accounts Payable and Accrued Expenses in the accompanying Condensed Consolidated Balance Sheet. For the three months ending March 31, 2026, the Company made payments of approximately $0.6 million for Reorganization Items.

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10. Liabilities Subject to Compromise

As discussed in "Note 1, Description of Business, Interim Financial Data and Basis of Presentation," since 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. On the accompanying Condensed Consolidated Balance Sheets, Liabilities Subject to Compromise reflects the expected allowed amount of the prepetition claims that are not fully secured and that have at least a possibility of not being repaid at the full claim amount. Liabilities Subject to Compromise at March 31, 2026 consisted of the following (in thousands):


	March 31, 2026
Accounts payable and accrued expenses	$	89,343
Operating lease liabilities	104,825
Debt	697,120
Financing liabilities, net	173,730
Other liabilities	6,709
Total liabilities subject to compromise	$	1,071,727

Determination of the value at which liabilities will ultimately be settled cannot be made until the Plan has been reconciled and effectuated. The Company will continue to evaluate the amount and classification of its prepetition liabilities. Any additional liabilities that are subject to compromise will be recognized accordingly, and the aggregate amount of Liabilities Subject to Compromise may change, including after effectiveness of the Plan.

11. 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 March 31, 2026, an aggregate accrual of $3.9 million remained for the settlements.

Legal Proceedings

We have been, and expect in the future to be, a party to various legal proceedings, investigations or claims. In accordance with applicable accounting guidance, we record accruals for certain of our outstanding legal proceedings when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. We evaluate, at least on a quarterly basis, developments in our legal proceedings or other claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. When a loss contingency is not both probable and reasonably estimable, we do not record a loss accrual.

If the loss (or an additional loss in excess of any prior accrual) is reasonably possible and material, we disclose an estimate of the possible loss or range of loss, if such estimate can be made. The assessment of whether a loss is probable or

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reasonably possible and whether the loss or a range of loss is estimable, involves a series of judgments about future events, which are often complex. Even if a loss is reasonably possible, we may not be able to estimate a range of possible loss, particularly where (i) the damages sought are substantial or indeterminate, (ii) the proceedings are in the early stages, (iii) the matters involve novel or unsettled legal theories or a large number of parties, or (iv) various factors outside of our control could lead to vastly different outcomes. In such cases, there is considerable uncertainty regarding the ultimate resolution of such matters, including the amount of any possible loss.

The Company currently is, and expects that from time to time in the future it will be, party to, or a defendant in, various other claims or lawsuits that are generally incidental to its business. The Company expects that it will vigorously contest any such claims or lawsuits and believes that the ultimate resolution of any such known claim or lawsuit will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Chapter 11 Cases

See "Note 1 —Description of Business, Interim Financial Data and Basis of Presentation," for additional information about the Plan and the Chapter 11 Cases.

Nielsen Litigation

On October 16, 2025, Cumulus Media New Holdings Inc. filed a complaint against The Nielsen Company (US) LLC (“Nielsen”) in the United States District Court for the Southern District of New York (the “District Court”) (Civil Action No. 1:25-cv-08581) asserting claims for illegal monopolization under federal and state antitrust laws (the “Complaint”). The Complaint alleges, among other things, that Nielsen has engaged in anticompetitive conduct by conditioning access to its national radio ratings data on the mandatory purchase of local market ratings data in every market where we own stations (the “Tying Policy”). The Complaint seeks monetary relief in the form of treble damages, injunctive relief prohibiting Nielsen from continued antitrust violations, and declaratory relief in the form of a declaration that Nielsen’s Tying Policy is unlawful and anticompetitive.

On February 2, 2026, Nielsen answered the Complaint and asserted three counterclaims against the Company, alleging, among other things, that (i) the Company breached its services agreement with Nielsen (the “Services Agreement”) by providing Nielsen’s ratings to an unauthorized third party, (ii) the Company engaged in and facilitated unfair competition by providing Nielsen’s ratings to a competitor, and (iii) an actual and justiciable controversy exists between the parties regarding whether the Company breached the Services Agreement (collectively, the “Counterclaims”). Nielsen’s Counterclaims seek monetary relief in the form of actual damages (including direct, indirect, and consequential damages, plus applicable interest), declaratory relief in the form of a declaration that the Company breached the Services Agreement, and injunctive relief prohibiting the Company from sharing Nielsen data with unauthorized parties.

On March 11, 2026, in light of the filing of the Chapter 11 Cases, the District Court stayed Cumulus’ claims against Nielsen until further order of the District Court, and stayed Nielsen’s counterclaims against Cumulus until the earlier of (i) the termination of the automatic stay in bankruptcy, or (ii) entry of an order by the Bankruptcy Court lifting the stay of Nielsen’s counterclaims.

12. Condensed Combined Debtors' Financial Statements

The financial statements below represent the condensed combined financial statements of the Debtors. For the three months ended March 31, 2026, the Company’s Non-Filing Entities, which are comprised of the Company's FCC license holding entities, are accounted for as non-consolidated subsidiaries in these financial statements.

Intercompany transactions among the Debtors have been eliminated in the financial statements contained herein. Intercompany transactions among the Debtors and the Non-Filing Entities have not been eliminated in the Debtors’ financial statements.

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Debtors' Balance Sheet

(Dollars in thousands, except for share data)


Dollars in thousands (except for share data)	March 31, 2026
Assets
Current assets:
Cash and cash equivalents	$	57,501

Accounts receivable, less allowance for doubtful accounts of $3,998 at March 31, 2026	123,678
Trade receivable	9,546

Prepaid expenses and other current assets	22,959
Total current assets	213,684
Property and equipment, net	117,938
Operating lease right-of-use assets	98,714


Other intangible assets, net	55,704

Other assets	8,924
Total assets	$	494,964
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	36,183
Current portion of operating lease liabilities	222


Total current liabilities not subject to compromise	36,405

Operating lease liabilities	701

Other liabilities	1,977
Deferred income tax liabilities	400
Total liabilities not subject to compromise	39,483
Liabilities subject to compromise	1,071,727
Total liabilities	1,111,210
Commitments and contingencies (Note 10)
Stockholders’ deficit:
Class A common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 23,464,930 shares issued; 17,436,334 shares outstanding at March 31, 2026, respectively	—
Convertible Class B common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 231,698 shares issued and outstanding at March 31, 2026	—
Treasury stock, at cost, 6,028,596 shares at March 31, 2026	(47,131)
Additional paid-in-capital	(46,894)
Accumulated deficit	(522,221)
Total stockholders’ deficit	(616,246)
Total liabilities and stockholders’ deficit	$	494,964

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Debtors' Statement of Operations
(Dollars in thousands)
Dollars in thousands (except for share and per share data)	Three Months Ended March 31,
	2026
Net revenue	$	164,447
Operating expenses:
Content costs	65,892
Selling, general and administrative expenses	84,405
Depreciation and amortization	12,277
Corporate expenses	28,671
Gain on sale or disposal of assets or stations	(376)


Total operating expenses	190,869
Operating loss	(26,422)
Non-operating income (expense):
Reorganization items, net	22,012
Interest expense (excludes contractual interest of $4,226 for the first quarter 2026)	(12,044)
Interest income	184

Other expense, net	(52)
Total non-operating income, net	10,100
Loss before income taxes	(16,322)
Income tax expense	(540)
Net loss	$	(16,862)

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Debtors' Statement of Cash Flows (Dollars in thousands)
Dollars in thousands	Three Months Ended March 31,
	2026
Cash flows from operating activities:
Net loss	$	(16,862)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	12,277
Amortization of debt issuance costs	220
Amortization of debt discount	(1,099)
Provision for doubtful accounts	1,077
Gain on sale or disposal of assets or stations	(376)





Deferred income taxes	400
Stock-based compensation expense	535
Non-cash interest expense on financing liabilities	645
Non-cash imputed rental income	(1,241)
Non-cash reorganization items, net	(33,916)
Changes in assets and liabilities (excluding acquisitions and dispositions):
Accounts receivable	9,381
Trade receivable	(2,295)
Prepaid expenses and other current assets	(4,236)
Operating leases, net	(543)

Other assets	(1,848)
Accounts payable and accrued expenses	17,252
Trade payable	641
Other liabilities	423
Net cash used in operating activities	(19,565)
Cash flows from investing activities:
Proceeds from sale of assets or stations	194


Proceeds from insurance reimbursement	276
Capital expenditures	(3,893)
Net cash used in investing activities	(3,423)
Cash flows from financing activities:









Shares returned in lieu of tax payments	(24)


Repayments of financing liabilities	(1,648)
Repayments of finance lease obligations	(288)
Proceeds from tenant improvement reimbursement	576
Net cash used in financing activities	(1,384)
Decrease in cash and cash equivalents	(24,372)
Cash and cash equivalents at beginning of period	81,979
Cash and cash equivalents at end of period	$	57,607

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

The following discussion of our financial condition and results of operations should be read in conjunction with the other information contained in this Form 10-Q, including our unaudited Condensed Consolidated Financial Statements and notes thereto included elsewhere in this Form 10-Q, as well as our audited Consolidated Financial Statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2025 ("2025 Form 10-K"), filed with the SEC. This discussion, as well as various other sections of this Form 10-Q, contain and refer to statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Such statements are any statements other than those of historical fact and relate to our intent, belief or current expectations primarily with respect to our future operating, financial and strategic performance. Any such forward-looking statements are not guarantees of future performance and may involve risks and uncertainties. These risks and uncertainties include, but are not limited to, those described in Part I, "Item 1A. Risk Factors," and elsewhere in our 2025 Form 10-K, Part I, "Item 1A. Risk Factors," and elsewhere in this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 and those described from time to time in other reports filed with the SEC. Actual results may differ from those contained in or implied by the forward-looking statements as a result of various factors. For more information, see "Cautionary Statement Regarding Forward-Looking Statements" in our 2025 Form 10-K.

Current Bankruptcy Proceedings

On the Petition Date, the Debtors began 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. Certain direct and indirect subsidiaries of the Company did not file for Chapter 11 relief, including (a) eight companies that hold FCC Licenses and (b) two companies that are designated as “Non-Significant Subsidiaries” under the Debtors’ prepetition debt documents. The Debtors also own interests in various joint ventures and partnerships, none of which are Debtors.

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 and orders of the Bankruptcy Court.

On March 4, 2026, prior to launching the Solicitation, the Debtors entered into the Restructuring Support Agreement and the ABL Commitment Letter. As of March 31, 2026, the Consenting 2029 Holders that were party to the Restructuring Support Agreement held, in the aggregate, approximately 83% of the 2029 Term Loans and the Senior Notes due 2029. Pursuant to the Restructuring Support Agreement, the Consenting 2029 Holders have agreed, subject to certain terms and conditions, to, among other things, support the Plan.

On March 5, 2026, the Debtors filed the Plan with the Bankruptcy Court. The following is a summary of the Restructuring Transactions contemplated by the Restructuring Support Agreement and the Plan:

•each holder of a claim under the Existing ABL Credit Facility shall receive its pro rata share of new loans under an amended and restated ABL Credit Agreement;

•each holder of a secured claim under the 2029 Credit Agreement and the 2029 Indenture shall receive its pro rata share of (a) the Exit Convertible Notes and (b) the New Common Stock issued by the Reorganized Company and/or the Special Warrants, which New Common Stock (inclusive of the shares issuable upon the full exercise of the Special Warrants) will constitute, in the aggregate, 95% of the New Common Stock issued on the Plan Effective Date, subject to dilution on account of the MIP Equity;

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full exercise of the Special Warrants) will constitute, in the aggregate, 5% of the New Common Stock issued on the Plan Effective Date, subject to dilution on account of the MIP Equity;

•certain other holders and creditors will receive treatment as detailed in the Plan.

The Restructuring Support Agreement contains various Milestones, or dates by which the Debtors are required to, among other things, obtain certain orders of the Bankruptcy Court and consummate the Restructuring Transactions, including the following:

•the Debtors shall launch the Solicitation by no later than March 4, 2026 (the “Solicitation Milestone”);

•by no later than 55 days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order; and

The Debtors achieved the Solicitation Milestone upon filing the Chapter 11 Cases on March 4, 2026. On March 5, 2026, the Bankruptcy Court entered the Scheduling Order, satisfying the Scheduling Milestone. On March 25, 2026, the Bankruptcy Court entered the Final Cash Collateral Order, satisfying the Cash Collateral Milestone. On April 15, 2026, the Bankruptcy Court entered the Confirmation Order, satisfying the Confirmation Milestone.

The filing of the Chapter 11 Cases also triggered events of default that accelerated the Debtors’ obligations under the Debt Instruments. See “Liquidity and Capital Resources” for further information.

On the effective date of the Plan, our outstanding Class A common stock and Class B common stock will be canceled, released, discharged and extinguished and the Reorganized Company will issue the New Common Stock and warrants to purchase the New Common Stock, which will be distributed to debt holders. Under the Plan, the Reorganized Company does

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not intend to list the New Common Stock on the NYSE, NASDAQ or any other national securities exchange or over-the-counter market, or be subject to reporting obligations under Sections 12(b), 12(g) or 15(d) of the Exchange Act, or similar statutory public reporting obligations, to the extent permitted by applicable law.

On April 15, 2026, the Bankruptcy Court entered the Confirmation Order confirming the Plan. Although the Company intends to pursue the Restructuring in accordance with the terms in the Restructuring Support Agreement and the Plan, there can be no assurance that the Company will be successful in completing a restructuring or any similar transaction on the terms set forth in the Restructuring Support Agreement and the Plan, on different terms, or at all. Consummation of the Restructuring Transactions remains subject to, among other things, the satisfaction or waiver of certain conditions under the Plan, including the receipt of approval from the Federal Communications Commission (“FCC”) for the emergence of the Debtors from Chapter 11 protection and their expected ownership. Although the Plan has been confirmed, there can be no assurance that all conditions to the Plan Effective Date will be satisfied or waived on a timely basis, or at all.

Court filings and information about the Chapter 11 Cases can be found at a website maintained by the Company’s claims agent KCC/Verita Global, LLC at https://veritaglobal.net/cumulusmedia, by calling (877) 634-7177 (toll-free) or +(424) 236-7223 (international), or by submitting an inquiry at https://www.veritaglobal.net/cumulusmedia/inquiry. Such information is not part of this Quarterly Report on Form 10-Q or any other report we file with, or furnish to, the Securities and Exchange Commission (the “SEC”). See "Risk Factors — Risks Related to the Restructuring" within Part II, Item 1A, and "Note 1, Basis of Presentation" in the 2025 Form 10K, for additional information about the Plan and the Chapter 11 Cases.

Transition to the OTC Markets

As previously disclosed in our Current Report on Form 8-K filed on April 23, 2025, shares of our Class A common stock were suspended from trading on the Nasdaq Global Market at the open of business on May 2, 2025, because the Company was not in compliance with Nasdaq Listing Rules 5450(a)(2) and 5450(b)(1)(A). At the open of business on May 2, 2025, the Company’s Class A common stock began trading on the OTC Markets’ OTCQB® market tier.

Non-GAAP Financial Measure

From time to time, we utilize certain financial measures that are not prepared or calculated in accordance with GAAP to assess our financial performance and profitability. Consolidated adjusted earnings before interest, taxes, depreciation, and amortization ("Adjusted EBITDA") is a financial metric by which management and the chief operating decision maker allocate resources of the Company and analyze the performance of the Company as a whole. Management also uses this measure to determine the contribution of our core operations to the funding of our corporate resources utilized to manage our operations and our non-operating expenses including debt service and acquisitions. In addition, consolidated Adjusted EBITDA is a key metric for purposes of calculating and determining our compliance with certain covenants contained in our credit agreements.

In determining Adjusted EBITDA, we exclude the following from net loss: interest, taxes, depreciation, amortization, stock-based compensation expense, gain or loss on the exchange, sale, or disposal of any assets or stations or early extinguishment of debt, restructuring costs, expenses relating to acquisitions and divestitures, non-routine legal expenses incurred in connection with certain litigation matters, and non-cash impairments of assets, if any.

Management believes that Adjusted EBITDA, although not a measure that is calculated in accordance with GAAP, is commonly employed by the investment community as a measure for determining the market value of a media company and comparing the operational and financial performance among media companies. Management has also observed that Adjusted EBITDA is routinely utilized to evaluate and negotiate the potential purchase price for media companies. Given the relevance to our overall value, management believes that investors consider the metric to be extremely useful.

Adjusted EBITDA should not be considered in isolation or as a substitute for net loss, operating loss, cash flows from operating activities or any other measure for determining our operating performance or liquidity that is calculated in accordance with GAAP. In addition, Adjusted EBITDA may be defined or calculated differently by other companies, and comparability may be limited.

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Consolidated Results of Operations

Analysis of Consolidated Results of Operations

The following selected data from our unaudited Condensed Consolidated Statements of Operations and other supplementary data provides information that our management believes is relevant to an assessment and understanding of our results of operations and financial condition. This discussion should be read in conjunction with our unaudited Condensed Consolidated Statements of Operations and notes thereto appearing elsewhere herein (dollars in thousands).


	Three Months Ended March 31,
	2026		2025		2026 vs 2025 Change
					$		%
STATEMENT OF OPERATIONS DATA:
Net revenue	$	164,447	$	187,349	$	(22,902)	(12.2)	%
Content costs	65,892		79,331		(13,439)		(16.9)	%
Selling, general and administrative expenses	84,405		93,379		(8,974)		(9.6)	%
Depreciation and amortization	12,277		14,796		(2,519)		(17.0)	%
Corporate expenses	28,671		14,617		14,054		96.1	%
Gain on sale or disposal of assets or stations	(376)		—		(376)		N/A


Operating loss	(26,422)		(14,774)		(11,648)		(78.8)	%
Reorganization items, net	22,012		—		22,012		N/A
Interest expense	(12,044)		(16,022)		3,978		24.8	%
Interest income	184		86		98		114.0	%

Other expense, net	(52)		(10)		(42)		420.0	%
Loss before income taxes	(16,322)		(30,720)		14,398		46.9	%
Income tax expense	(540)		(1,647)		1,107		67.2	%


Net loss	$	(16,862)	$	(32,367)	$	15,505	47.9	%
KEY NON-GAAP FINANCIAL METRIC:
Adjusted EBITDA	$	2,689	$	3,519	$	(830)	(23.6)	%

Three Months Ended March 31, 2026 compared to the Three Months Ended March 31, 2025

Net Revenue

Net revenue for the three months ended March 31, 2026, compared to net revenue for the three months ended March 31, 2025, decreased $22.9 million, or 12.2%. The decrease is primarily driven by reductions in spot and network revenues of $13.2 million and $10.9 million, respectively, as a result of current macroeconomic conditions. Digital revenue also decreased $3.0 million primarily from lower podcasting and streaming revenues, which were partially offset by higher digital marketing services revenue. Other revenue grew $4.3 million primarily from increased trade and barter revenues.

Content Costs

Content costs consist of all costs related to the licensing, acquisition and development of our programming. Content costs for the three months ended March 31, 2026, compared to content costs for the three months ended March 31, 2025, decreased $13.4 million, or 16.9%, primarily from lower revenue share expenses, decreased broadcast rights expense resulting from a contract renegotiation, lower third-party station inventory costs and reduced personnel costs. These decreases were partially offset by higher digital costs which grew in line with digital marketing services revenue.

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Selling, General & Administrative Expenses

Selling, general and administrative expenses consist of expenses related to our sales efforts, distribution of our content across our platform, overhead in our markets, and include non-cash trade and barter expenses. Selling, general and administrative expenses for the three months ended March 31, 2026, compared to selling, general and administrative expenses for the three months ended March 31, 2025, decreased $9.0 million, or 9.6%. Selling, general and administrative expenses decreased primarily from reduced ratings service fees and lower personnel costs, including incentive-based compensation. The decreases were partially offset by higher trade and barter expenses.

Depreciation and Amortization

Depreciation and amortization expense for the three months ended March 31, 2026, as compared to depreciation and amortization expense for the three months ended March 31, 2025, decreased $2.5 million, or 17.0%, primarily as a result of assets that were fully depreciated in 2025.

Corporate Expenses

Corporate expenses consist primarily of compensation and related costs for our executive, accounting, finance, human resources, information technology and legal personnel, and fees for professional services. Professional services are principally comprised of audit, consulting and outside legal services. Corporate expenses also include restructuring expenses and stock-based compensation expense. Corporate expenses for the three months ended March 31, 2026, compared to corporate expenses for the three months ended March 31, 2025, increased $14.1 million, or 96.1%, as a result of increased restructuring costs resulting from the bankruptcy and higher legal expenses.

Reorganization Items, Net

During the three months ended March 31, 2026, we recorded a gain related to our Chapter 11 Cases of $22.0 million. The gain resulted from the write off of debt-related items and rejected leases, partially offset by professional and other fees. See "Note 9 - Reorganization Items, net," of the accompanying unaudited Condensed Consolidated Financial Statements for a description of those items.

Interest Expense

Total interest expense for the three months ended March 31, 2026, decreased $4.0 million, or 24.8%, when compared to the total interest expense for the three months ended March 31, 2025. The below table details the components of our interest expense by debt instrument (dollars in thousands):


	Three Months Ended March 31,
	2026		2025		$ Change
Term Loan due 2026	$	16	$	25	$	(9)
Term Loan due 2029	4,780		7,328		(2,548)
Senior Notes due 2026	268		383		(115)
2020 Revolving Credit Facility	521		—		521
Senior Notes due 2029	4,357		6,059		(1,702)
Financing liabilities	2,996		3,360		(364)
Amortization of debt discount	(1,099)		(1,433)		334
Other, including amortization of debt issuance costs	205		300		(95)
Interest expense	$	12,044	$	16,022	$	(3,978)

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Income Tax Expense

Net Loss and Adjusted EBITDA

As a result of the factors described above, the Company recorded net losses of $16.9 million and $32.4 million for the three months ended March 31, 2026, and 2025, respectively. Adjusted EBITDA of $2.7 million for the three months ended March 31, 2026, compared to the Adjusted EBITDA of $3.5 million for the three months ended March 31, 2025, decreased $0.8 million.

Reconciliation of Non-GAAP Financial Measure

The following tables reconcile Adjusted EBITDA to net loss (the most directly comparable financial measure calculated and presented in accordance with GAAP) as presented in the accompanying unaudited Condensed Consolidated Statements of Operations (dollars in thousands):


	Three Months Ended March 31,
	2026		2025
GAAP net loss	$	(16,862)	$	(32,367)
Income tax expense	540		1,647
Non-operating expense, net (includes net interest expense)	11,912		15,946
Depreciation and amortization	12,277		14,796
Stock-based compensation expense	535		849
Gain on sale or disposal of assets or stations	(376)		—
Reorganization items, net	(22,012)		—


Restructuring costs	14,879		2,468

Non-routine legal expenses	1,483		—
Franchise taxes	313		180
Adjusted EBITDA	$	2,689	$	3,519

Liquidity and Capital Resources

As of March 31, 2026, we had $57.6 million of cash and cash equivalents. The Company used $19.6 million and $3.8 million of cash for operating activities in the three months ended March 31, 2026 and 2025, respectively.

Prior to the Chapter 11 Cases, our principal sources of funds had been cash flow from operations and borrowings under credit facilities in existence from time to time. During the pendency of the Chapter 11 Cases, our principal sources of liquidity are limited to cash on hand and cash flow from operations. Our cash flow from operations remains subject to factors such as fluctuations in advertising media preferences and changes in demand caused by shifts in population, station listenership, demographics and audience tastes. In addition, our cash flows may be affected if customers are not able to pay, or delay payment of, accounts receivable that are owed to us, which risks may also be exacerbated in challenging or otherwise uncertain economic periods. In certain periods, the Company has experienced reductions in revenue and profitability from prior historical periods because of market revenue pressures and cost escalations built into certain contracts. Notwithstanding this, we believe that our national platform and extensive station portfolio representing a broad diversity in format, listener base, geography, and advertiser base help us maintain a more stable revenue stream by reducing our dependence on any single demographic, region or industry. However, future reductions in revenue or profitability are possible and could have a material adverse effect on the Company’s business, results of operations, financial condition or liquidity.

We are a party to many contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are

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reflected on the condensed consolidated balance sheet as of March 31, 2026, while others are considered future commitments. Our contractual obligations primarily consist of long-term debt and related interest payments, commitments under non-cancelable operating lease agreements, and employment and talent contracts. In addition to our contractual obligations, we expect that our primary anticipated uses of liquidity in 2026 will be to fund our working capital, make interest and tax payments, fund capital expenditures, execute our strategic plan and maintain operations.

The filing of the Chapter 11 Cases constituted an event of default that accelerated the Company’s obligations under the following instruments (the “Debt Instruments”):

•the ABL Credit Agreement;

•the 2026 Credit Agreement;

• the 2026 Indenture;

• the 2029 Credit Agreement; and

• the 2029 Indenture.

The Debt Instruments provide that as a result of the Chapter 11 Cases, the principal and interest due thereunder shall be immediately due and payable. Any efforts to enforce such payment obligations under the Debt Instruments are automatically stayed as a result of the Chapter 11 Cases, and the creditors’ rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code. On April 15, 2026, the Bankruptcy Court entered the Confirmation Order confirming the Plan. If the conditions to the Plan Effective Date are not satisfied or waived, or the Company is unable to take other steps to create additional liquidity, our forecasted cash flows would not be sufficient for the Company to meet its obligations.

We continually monitor our capital structure, and from time to time, we have evaluated, and expect that we will continue to evaluate, opportunities to obtain additional capital from the divestiture of radio stations or other assets, when we determine that it would further our strategic and financial objectives, as well as from the issuance of equity and/or debt securities, in each case, subject to market and other conditions in existence at that time. Following our anticipated emergence from Chapter 11 protection, the Reorganized Company may in the future need to rely on the capital and credit markets to meet our financial commitments or short-term liquidity needs if internal funds from operations are not sufficient for these purposes. There can be no assurance that any such financing would be available on commercially acceptable terms, or at all. Future volatility in the capital and credit markets, caused by the current macroeconomic conditions or otherwise, may increase costs associated with issuing debt instruments or affect our ability to access those markets. In addition, it is possible that, in the future, our ability to access the capital and credit markets could be limited at a time when we would like, or need, to do so, which could have an adverse impact on our ability to refinance maturing debt on terms or at times acceptable to us, or at all, and/or react to changing economic and business conditions.

Prepetition Debt

2026 Credit Agreement (Term Loan due 2026)

The maturity date of the Term Loan due 2026 was March 31, 2026.

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default, the Administrative Agent (as defined in the 2026 Credit Agreement) may, with the consent of, or upon the request of, the required lenders, accelerate the Term Loan due 2026 and exercise any of its rights as a secured party under the 2026 Credit Agreement and the ancillary loan documents provided, that in the case of certain bankruptcy or insolvency events with respect to a borrower, the Term Loan due 2026 will automatically accelerate. Such covenants are not in force during the pendency of the Chapter 11 Cases.

2029 Credit Agreement (Term Loan Due 2029)

On May 2, 2024, Holdings completed its previously announced offer (the "Term Loan Exchange Offer" and, together with the Notes Exchange Offer, the "Exchange Offer") to exchange its Term Loan due 2026, for new senior secured term loans due May 2, 2029 (the "Term Loan due 2029") issued under a new credit agreement. In connection with the Term Loan Exchange Offer, Holdings exchanged $328.3 million in aggregate principal amount of the Term Loan due 2026 for $311.8 million in aggregate principal amount of the Term Loan due 2029. After giving effect to the Term Loan Exchange Offer, including fees and expenses, as of May 2, 2024, there was $1.2 million in aggregate principal amount outstanding under the Term Loan due 2026 and $311.8 million in aggregate principal amount outstanding under the Term Loan due 2029.

The 2029 Credit Agreement contains customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, may restrict the ability of us and our subsidiaries to incur additional indebtedness, pay dividends or repurchase stock. Such financial covenants are not in force during the pendency of the Chapter 11 Cases. The Term Loan due 2029 and related guarantees are secured by first-priority (with respect to the Term Loan Priority Collateral (as defined in the 2029 Credit Agreement)) and second-priority (with respect to the ABL Priority Collateral (as defined in the 2029 Credit Agreement)) security interests in, subject to permitted liens and certain exceptions, substantially all of the existing and future assets of Holdings and the Existing Guarantors, which assets also secure the 2020 Revolving Credit Agreement (as defined below) and the Senior Notes due 2029 and do not secure the Senior Notes due 2026. In addition, the Term Loan due 2029 is guaranteed by certain subsidiaries that are designated as unrestricted under the Term Loan due 2026 and the Senior Notes due 2026 and secured by first-priority security interests in, subject to permitted liens and certain exceptions, the assets of such subsidiaries. The Senior Notes due 2026 and Term Loan due 2026 do not have the benefit of such additional guarantees and collateral.

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2020 Revolving Credit Agreement

As of March 31, 2026, $60.0 million was outstanding under the 2020 Revolving Credit Facility, representing a draw of $55.0 million and $5.0 million of letters of credit.

Senior Notes due 2026

On June 26, 2019, Holdings and certain of the Company's other subsidiaries, entered into an indenture, dated as of June 26, 2019 (the "2026 Indenture") with U.S. Bank National Association, as trustee, governing the terms of the Issuer's $500,000,000 aggregate principal amount of 6.75% Senior Secured First-Lien Notes due 2026 (the "Senior Notes due 2026"). The Senior Notes due 2026 were issued on June 26, 2019. The net proceeds from the issuance of the Senior Notes due 2026 were applied to partially repay existing indebtedness under the Term Loan due 2022. In conjunction with the issuance of the Senior Notes due 2026, debt issuance costs of $7.3 million were capitalized and amortized over the term of the Senior Notes due 2026.

Interest on the Senior Notes due 2026 is payable on January 1 and July 1 of each year, commencing on January 1, 2020. The Senior Notes due 2026 mature on July 1, 2026.

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result of receiving consents from holders representing over 66 2/3% of the Senior Notes due 2026, Holdings entered into the First Supplemental Indenture, dated as of May 2, 2024, between Holdings and the U.S. Bank Trust Company, National Association, as trustee, containing such Proposed Amendments.

Senior Notes due 2029

The 2029 Indenture contains customary terms and conditions as well as various affirmative and negative covenants that, among other things, may restrict the ability of us and our subsidiaries to incur additional indebtedness, pay dividends or repurchase stock. A default under the Senior Notes due 2029 could cause a default under the 2029 Credit Agreement. Such covenants are not in force during the pendency of the Chapter 11 Cases.

Post Petition Debt

Cash Collateral

The Debtors have not obtained any postpetition debtor-in-possession financing in connection with the Chapter 11 Cases. To fund the administration of the Chapter 11 Cases and the Debtors’ ongoing operations, the Company obtained the consent of the ABL Parties and the Consenting 2029 Holders to use cash collateral during the pendency of the Chapter 11 Cases pursuant to negotiated interim and final cash collateral orders.

Contingent Debtor-in-Possession Financing Facility

Pursuant to the Plan, at any time after the Petition Date and prior to the Plan Effective Date, the Company may, but is not obligated to, obtain debtor-in-possession financing (the “DIP Facility”) in a principal amount of up to $25.0 million if the Company determines, in the exercise of its business judgment (subject to the consent of the Required Consenting 2029 Holders (as defined in the Plan)), that such financing is necessary or appropriate to fund the Chapter 11 Cases and the administration of its estates. As of the date of this filing, the Company has not obtained a DIP Facility. If pursued, the DIP Facility would be subject to Bankruptcy Court approval and would be secured by liens on substantially all assets of the Debtors.

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Anticipated Post-Emergence Debt

Upon consummation of the Plan, the Company expects its prepetition funded debt obligations under the 2026 Credit Agreement, the 2026 Indenture, the 2029 Credit Agreement, and the 2029 Indenture to be cancelled and exchanged for the consideration described in the Plan.

Restated ABL Agreement

On the Plan Effective Date, in accordance with the ABL Commitment Letter entered into on March 4, 2026, the Reorganized Company expects to enter into an amended and restated ABL Credit Agreement (the “Restated ABL Credit Agreement”) providing for a $100 million revolving credit facility. If the Plan is consummated in accordance with its terms, each holder of an allowed claim under the Existing ABL Credit Facility will receive its pro rata share of new loans under the Restated ABL Credit Agreement, which shall be issued in an amount equal to the allowed ABL Facility claims. The New ABL Facility will have terms substantially similar to the Existing ABL Credit Facility, subject to certain modifications as described in the ABL Commitment Letter.

Exit Convertible Notes

On the Plan Effective Date, the Reorganized Company expects to issue $50.0 million in aggregate principal amount of new convertible notes (the “Exit Convertible Notes”) pursuant to an indenture to be entered into on the Plan Effective Date (the “Exit Indenture”). The Exit Convertible Notes will be distributed to holders of allowed 2029 Secured Claims (as defined in the Plan) as part of the consideration in exchange for such claims under the Plan.

The Exit Convertible Notes will be convertible into New Common Stock of the Reorganized Company in accordance with the terms of the Exit Indenture and related documentation. The Exit Convertible Notes will have a term to maturity of approximately five years from the Plan Effective Date. Interest on the Exit Convertible Notes may be payable in cash or, at the Reorganized Company’s election, in kind, as set forth in the Exit Indenture. The Exit Convertible Notes will be secured on the basis described in Exhibit B to the Restructuring Term Sheet.

Liquidity and Going Concern Considerations

In accordance with Accounting Standards Codification ("ASC") 205-40, Going Concern, the Company has the responsibility to evaluate at each reporting period, including interim periods, whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations. In its evaluation for this report, management considered the Company’s current financial condition and liquidity sources, including currently available funds and forecasted future cash flows, and the Company’s conditional and unconditional obligations due for 12 months following the date of issuance of this Quarterly Report on Form 10-Q. As of December 31, 2025, the Company was in compliance with all required debt and related financial covenants. As of that date, the Company was evaluating a number of strategic alternatives, including restructuring, refinancing or amending the Company's debt. During the first quarter of 2026, the Company was unable to reach satisfactory resolution of those strategic alternatives, and determined that filing the Chapter 11 Cases was in the best interests of the Company and its stakeholders. The filing of the Chapter 11 Cases constituted an event of default that accelerated the Company’s obligations under its debt instruments, as further described in "Note 4, Debt." Based on the Company's filing for relief under Chapter 11 of the Bankruptcy Code which constituted an event of default under certain of the Company’s debt documents, as well as the uncertainty surrounding such filings, the Company determined that there is substantial doubt as to the Company’s ability to continue as a going concern for a period of 12 months following the date of issuance of this Quarterly Report on Form 10-Q.

Share Repurchase Program

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minimum number of shares. We are currently subject to significant restrictions under the terms of our debt agreements with respect to payment to repurchase shares of our common stock. For a more detailed discussion of the restrictions in our debt agreements, See Part I, "Item 1 — Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements — Note 4 — Debt."

During the three months ended March 31, 2026 and 2025, the Company did not repurchase any shares of its outstanding Class A Common stock in the open market.

Royalty Agreements

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 for the three and nine months ended March 31, 2026. As of March 31, 2026, an aggregate accrual of $3.9 million remained for the settlements.

Cash Flows Used in Operating Activities


	Three Months Ended March 31,
	2026		2025
(Dollars in thousands)
Net cash used in operating activities	$	(19,565)	$	(3,824)

Net cash used in operating activities for the three months ended March 31, 2026, compared to net cash used in operating activities for the three months ended March 31, 2025, increased primarily as a result of lower operating results and changes in working capital.

Cash Flows Used in Investing Activities


	Three Months Ended March 31,
	2026		2025
(Dollars in thousands)
Net cash used in investing activities	$	(3,423)	$	(5,058)

For the three months ended March 31, 2026 and 2025, net cash used in investing activities consisted primarily of capital expenditures.

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Cash Flows Used in Financing Activities


	Three Months Ended March 31,
	2026		2025
(Dollars in thousands)
Net cash used in financing activities	$	(1,384)	$	(2,260)

For the three months ended March 31, 2026 and 2025 net cash used in financing activities primarily related to repayments of financing obligations.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of March 31, 2026.

Critical Accounting Policies and Estimates

For a description of our critical accounting policies and estimates, see the 2025 Form 10-K. Our critical accounting policies and estimates have not changed materially during the three months ended March 31, 2026.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 (as amended, the "Exchange Act") and are not required to provide the information under this item.

Item 4. Controls and Procedures

We maintain a set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such disclosure controls and procedures are designed to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including, our President and Chief Executive Officer ("CEO") and Executive Vice President and Chief Financial Officer ("CFO"), the principal executive and principal financial officers, respectively, as appropriate, to allow timely decisions regarding required disclosure. At the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the CEO and CFO have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2026.

There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)) during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

As of the date of this filing, there have been no additional material legal proceedings or material developments in the legal proceedings disclosed in Part 1, Item 3, of the 2025 Form 10-K. For more information, see Part I, "Item 1 — Financial Statements — Notes to unaudited Condensed Consolidated Financial Statements" and "Note 11 — Commitments and Contingencies."

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Item 1A. Risk Factors

Please refer to Part I, Item 1A, "Risk Factors," in our 2025 Form 10-K for information regarding known material risks that could materially affect our business, financial condition or future results. On April 15, 2026, the Bankruptcy Court entered the Confirmation Order confirming the Plan. While confirmation of the Plan reduces certain risks previously disclosed related to the outcome of the Chapter 11 Cases, the consummation of the Restructuring Transactions remains subject to the satisfaction or waiver of certain conditions, including the receipt of FCC approval. There can be no assurance that all conditions to the Plan Effective Date will be satisfied or waived on a timely basis, or at all. In addition, the Debtors continue to operate as debtors-in-possession during the post-confirmation period and remain subject to risks inherent in Chapter 11 proceedings. Except as described herein, during the three months ended March 31, 2026, there were no other material changes to our previously disclosed risk factors. Additional factors not presently known to the Company, or that the Company does not currently believe to be material, may also cause actual results to differ materially from expectations.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

None.

Item 5. Other Information

None of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as defined in Item 408 of Regulation S-K, during the Company’s fiscal quarter ended March 31, 2026.

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Item 6. Exhibits


Exhibit Number						Description

























2.1						Confirmation Order, dated April 15, 2026 (incorporated by reference to Exhibit 2.1 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on April 17, 2026).

10.1						Restructuring Support Agreement, dated as of March 4, 2026, by and among the Company Parties and the Consenting 2029 Holders (incorporated by Reference to Exhibit 10.1 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on March 5, 2026).

10.2						Amendment No. 1 to Credit Agreement, dated as of February 9, 2026, by and among Cumulus Media Intermediate Inc., Cumulus Media New Holdings Inc., the other Borrowers party thereto, Cumulus Texas, LLC, and the Lenders party thereto (incorporated by reference to Exhibit 10.44 to Cumulus Media Inc.'s Annual Report on Form 10-K filed with the SEC on April 10, 2026).

10.3						President and Chief Executive Officer - Amended Employment Agreement (incorporated by reference to Exhibit 10.1 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on April 17, 2026).

10.4						Executive Vice President and Chief Financial Officer - Amended Employment Agreement (incorporated by reference to Exhibit 10.2 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on April 17, 2026).

31.1 *						Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 *						Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 *						Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104						Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101).

*						Filed or furnished herewith

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Cumulus Media Inc.

April 29, 2026	By:	/s/ Francisco J. Lopez-Balboa
		Francisco J. Lopez-Balboa
		Executive Vice President, Chief Financial Officer