cmls-20260331

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	$

SEC Form 10-Q filed by Cumulus Media Inc.