Saga Communications Files 8-K on Officer Changes & Compensation

TL;DR

SAGA 8-K: Leadership changes and comp details filed. Watch for impact.

AI Summary

Saga Communications, Inc. filed an 8-K on October 1, 2025, reporting events as of September 29, 2025. The filing covers the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements. It also includes Regulation FD disclosures and financial statements/exhibits.

Why It Matters

This filing provides crucial updates on the company's leadership and executive compensation, which can impact investor confidence and future strategic direction.

Risk Assessment

Risk Level: medium — Changes in directors or officers, especially concerning compensation, can indicate internal shifts that may affect company performance or strategy.

Key Players & Entities

• SAGA COMMUNICATIONS, INC. (company) — Registrant
• Florida (jurisdiction) — State of incorporation
• 38-3042953 (tax_id) — IRS Employer Identification No.
• 73 Kercheval Avenue (address) — Principal Executive Offices
• Grosse Pointe Farms (city) — Principal Executive Offices
• MI (state) — Principal Executive Offices
• 48236 (zip_code) — Principal Executive Offices
• 3138867070 (phone_number) — Business Phone

FAQ

Key Financial Figures

• $0.01 — stered Class A Common Stock, par value $0.01 per share SGA NASDAQ Global Market
• $120,000 — the amount involved exceeds or exceeded $120,000. Change in Control Agreements – Named

Filing Documents

• sga-20250929x8k.htm (8-K) — 45KB
• sga-20250929xex10d1.htm (EX-10.1) — 39KB
• sga-20250929xex99d1.htm (EX-99.1) — 8KB
• sga-20250929xex99d1001.jpg (GRAPHIC) — 12KB
• 0001104659-25-095689.txt ( ) — 227KB
• sga-20250929.xsd (EX-101.SCH) — 3KB
• sga-20250929_lab.xml (EX-101.LAB) — 15KB
• sga-20250929_pre.xml (EX-101.PRE) — 10KB
• sga-20250929x8k_htm.xml (XML) — 5KB

02

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Increase Size of the Board and Appointment of Director On September 29, 2025, the Board of Directors (the "Board") of Saga Communications, Inc., a Florida corporation (the "Company") increased the size of the Board from seven to eight directors and appointed Gregory D. Sutherland, age 66, to fill the vacancy. Mr. Sutherland will serve as a director, effective immediately, for a term expiring at the 2026 Annual Meeting of Shareholders, at which time he is currently expected to stand for reelection. Mr. Sutherland has also been appointed to the Audit Committee and Cybersecurity Subcommittee of the Board. Since September 2025, Mr. Sutherland has served as the chair of the advisory board of G2M Insights, and artificial intelligence based software and services company. Prior to joining G2M Insights, Mr. Sutherland served on the board of directors of Buckman Laboratories from April 2020 to July 2025, a supplier of chemical solutions and digital innovations that help improve productivity and sustainability for customers in over 90 countries. Mr. Sutherland has served as an advisor for Nisum Technologies, an e-commerce technology consultancy, and was a Senior Partner at Ernst & Young LLP, a global professional services firm, where he served as the Strategy Consulting Practice Leaser, Global and Americas. Mr. Sutherland holds an MBA from The Wharton School of the University of Pennsylvania and earned the NACD Director Certification through the National Association of Corporate Directors. There are no arrangements or understandings between Mr. Sutherland and any other person pursuant to which Mr. Sutherland was appointed as a director of the Company. Mr. Sutherland will participate in the standard non-employee director compensation arrangements described under the section entitled "Compensation of Directors" in the Company's 2025 Proxy Statement, filed

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 1, 2025, the Company issued a press release announcing the appointment of Mr. Sutherland to the Board. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, that is furnished pursuant to this Item 7.01 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 10.1 Change in Control Agreement of Wayne Leland dated September 30, 2025 . 99.1 Press Release dated October 1, 2025 . 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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. ugust SAGA COMMUNICATIONS, INC. Dated: October 1, 2025 By: /s/ Samuel D. Bush Samuel D. Bush Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR