SAGA COMMUNICATIONS Files 8-K: Material Agreement, Other Events

TL;DR

SAGA COMMUNICATIONS signed a big deal on Oct 17th, filing an 8-K with key updates.

AI Summary

SAGA COMMUNICATIONS, INC. entered into a Material Definitive Agreement on October 17, 2025. The filing also includes Regulation FD Disclosure and other events, with financial statements and exhibits provided. The company is incorporated in Florida and its principal executive offices are located at 73 Kercheval Avenue, Grosse Pointe Farms, MI.

Why It Matters

This 8-K filing signals a significant development for SAGA COMMUNICATIONS, INC. by disclosing a material definitive agreement, which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's future performance.

Key Numbers

• 1-11588 — SEC File Number (Identifies the company's filing history with the SEC.)
• 38-3042953 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• SAGA COMMUNICATIONS, INC. (company) — Registrant
• October 17, 2025 (date) — Date of earliest event reported
• Florida (location) — State of incorporation
• 73 Kercheval Avenue, Grosse Pointe Farms, MI 48236 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — stered Class A Common Stock, par value $0.01 per share SGA NASDAQ Global Market
• $50,000,000 — the Lender's revolving commitments from $50,000,000 to $40,000,000, and (ii) releasing the
• $40,000,000 — volving commitments from $50,000,000 to $40,000,000, and (ii) releasing the Agent's securit
• $10.7 million — a total purchase price of approximately $10.7 million (the "GTC Disposition"). The Purchase A
• $8.7 million — d certain adjustments, of approximately $8.7 million were paid to the Company, with the rema
• $1.8 million — y, with the remaining purchase price of $1.8 million paid into escrow. The Company anticipat
• $1.00 — agreed to make annual lease payments of $1.00 per annum. Each Lease has a term of 25

Filing Documents

• sga-20251017x8k.htm (8-K) — 44KB
• sga-20251017xex10d1.htm (EX-10.1) — 46KB
• sga-20251017xex99d1.htm (EX-99.1) — 8KB
• sga-20251017xex99d1001.jpg (GRAPHIC) — 12KB
• 0001104659-25-100831.txt ( ) — 230KB
• sga-20251017.xsd (EX-101.SCH) — 3KB
• sga-20251017_lab.xml (EX-101.LAB) — 15KB
• sga-20251017_pre.xml (EX-101.PRE) — 10KB
• sga-20251017x8k_htm.xml (XML) — 5KB

01

Item 1.01. Entry into a Material Definitive Agreement. Fourth Amendment to Credit Agreement On October 17, 2025, in connection with entering into the purchase agreement described below, the Company entered into a Fourth Amendment ("Fourth Amendment") to its Credit Agreement, dated as of August 18, 2015 and amended on September 1, 2017, June 17, 2018, and December 19, 2022, between the Company, JPMorgan Chase Bank, N.A. and The Huntington National Bank (collectively, the "Lenders"), and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for the Lenders ("Agent"), (i) reducing the aggregate amount of the Lender's revolving commitments from $50,000,000 to $40,000,000, and (ii) releasing the Agent's security interest in the GTC Assets, but not any proceeds paid for the GTC Assets or any other collateral. The description of the terms of the Fourth Amendment is not intended to be complete and is qualified in its entirety by reference to Exhibit 10.1 to this Current Report on Form 8-K.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 20, 2025, the Company issued a press release announcing the GTC Disposition described below. 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. Other Events

Item 8.01. Other Events. GTC Disposition On October 17, 2025 (the "Closing Date"), Saga Communications, Inc., a Florida corporation (the "Company") entered into an Asset Purchase Agreement (the "Purchase Agreement") by and among the Company, GTC Uno, LLC ("GTC") and certain of the Company's subsidiaries (the "Subsidiaries"), under which the Subsidiaries agreed to sell 24 telecommunications towers and related real property and other assets located at 22 sites (the "GTC Assets") for a total purchase price of approximately $10.7 million (the "GTC Disposition"). The Purchase Agreement contains customary representations and warranties made by the Company, certain of its Subsidiaries and GTC. On the Closing Date, the parties closed on the sale the 22 tower sites. Sales proceeds, net of brokerage commissions and certain adjustments, of approximately $8.7 million were paid to the Company, with the remaining purchase price of $1.8 million paid into escrow. The Company anticipates that the remaining escrowed funds will be released within the next six months upon receipt of landlord consents to assign the leases on the real property where four of the towers are located. To the extent such consents are not received, the sale for those sites will be unwound and will revert to the applicable Subsidiary. Simultaneously with the closing, each Subsidiary entered into an Antenna Site Lease Agreement (a "Lease") with GTC for the Company's continued use of the towers that were sold, pursuant to which the Subsidiaries have agreed to make annual lease payments of $1.00 per annum. Each Lease has a term of 25 years.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 10.1 Fourth Amendment to Credit Agreement, dated October 17, 2025, entered into between the Company, Agent, and the Lenders 99.1 Press Release dated October 20, 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 20, 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