Cumulus Media Reports Material Agreement & Security Holder Rights Changes

TL;DR

**Cumulus Media just dropped an 8-K about a new material agreement and changes to security holder rights, so keep an eye out for details!**

AI Summary

CUMULUS MEDIA INC. filed an 8-K on February 22, 2024, reporting an event that occurred on February 21, 2024. The filing indicates an "Entry into a Material Definitive Agreement" and "Material Modifications to Rights of Security Holders." The specific details of these agreements and modifications are not provided in the excerpt, but the company's business address is 780 Johnson Ferry Road NE, Suite 500, Atlanta, GA 30342.

Why It Matters

Changes to material definitive agreements or security holder rights can significantly impact a company's financial health, operational strategy, and investor returns, potentially altering future earnings or control.

Risk Assessment

Risk Level: medium — The filing indicates material changes without providing specifics, which introduces uncertainty regarding their potential positive or negative impact.

Key Players & Entities

• CUMULUS MEDIA INC. (company) — Registrant
• February 21, 2024 (date) — Date of earliest event reported
• February 22, 2024 (date) — Filing date
• Delaware (company) — State of incorporation
• 001-38108 (dollar_amount) — Commission File Number

FAQ

Key Financial Figures

• $0.0000001 — tered Class A common stock, par value $0.0000001 per share CMLS Nasdaq Global Market
• $25.00 — A Common Share for a purchase price of $25.00 and (b) each Class B Right would allow
• $0.001 — of the Rights for a redemption price of $0.001 per Right (the "Redemption Price") at a

Filing Documents

• tm246962d1_8k.htm (8-K) — 39KB
• tm246962d1_ex4-1.htm (EX-4.1) — 305KB
• tm246962d1_ex99-1.htm (EX-99.1) — 14KB
• tm246962d1_ex99-1img01.jpg (GRAPHIC) — 37KB
• 0001104659-24-026347.txt ( ) — 652KB
• cmls-20240221.xsd (EX-101.SCH) — 3KB
• cmls-20240221_lab.xml (EX-101.LAB) — 33KB
• cmls-20240221_pre.xml (EX-101.PRE) — 22KB
• tm246962d1_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. The information contained in Item 3.03 below is incorporated herein by reference.

03

Item 3.03. Material Modification to Rights of Security Holders. On February 21, 2024, the Board of Directors (the "Board") of Cumulus Media Inc. (the "Company"), a Delaware corporation, adopted a rights plan and declared a dividend of (a) one Class A right (a "Class A Right") in respect of each share of the Company's Class A common stock, par value $0.0000001 per share (the "Class A Common Shares"), and (b) one Class B right (a "Class B Right," and, together with the Class A Rights, the "Rights") in respect of each share of the Company's Class B common stock, par value $0.0000001 per share (the "Class B Common Shares" and together with the Class A Common Shares, the "Common Shares"). The dividend is payable on March 4, 2024 to the Company's stockholders of record on that date. The terms of the Rights and the rights plan are set forth in a Stockholder Rights Agreement, dated as of February 21, 2024 (the "Rights Agreement"), by and between the Company and Continental Stock Transfer & Trust Company, as rights agent (or any successor rights agent), as it may be amended from time to time. In general terms, the Rights Agreement imposes a significant penalty upon any person or group (other than the Company or certain related persons) that is or becomes the beneficial owner of 15% or more of the Company's outstanding Class A Common Shares without the prior approval of the Board. In the case of a person or group that beneficially owns more than the applicable threshold of the Company's outstanding Class A Common Shares on the date the plan is adopted, the Rights will not be triggered unless and until such person or group becomes the beneficial owner of any additional shares of the Company's outstanding Class A Common Shares. A person or group that acquires beneficial ownership of a percentage of the Company's Class A Common Shares in excess of the applicable threshold is called an "Acquiring Person." Any Rights held by an Acquiring Person will be null and void and may no

01

Item 8.01. Other Events. On February 22, 2024, the Company announced the declaration of the dividend of Rights and issued a press release relating to such event, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 4.1 Stockholder Rights Agreement, dated as of February 21, 2024, by and between Cumulus Media Inc. and Continental Stock Transfer & Trust Company. 99.1 Press Release, dated February 22, 2024 104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

SIGNATURES

SIGNATURES 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 hereunto duly authorized. CUMULUS MEDIA INC. By: /s/ Francisco J. Lopez-Balboa Name: Francisco J. Lopez-Balboa Title: Executive Vice President, Chief Financial Officer Date: February 22, 2024

View Full Filing

View this 8-K filing on SEC EDGAR