Urban One, Inc. 8-K Filing

Ticker: UONEK · Form: 8-K · Filed: Nov 14, 2025 · CIK: 1041657

Urban One, Inc. 8-K Filing Summary
FieldDetail
CompanyUrban One, Inc. (UONEK)
Form Type8-K
Filed DateNov 14, 2025
Pages7
Reading Time8 min
Key Dollar Amounts$0.001, $185.0 million, $111.0 million, $60.6 million
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a 8-K filing submitted by Urban One, Inc. (ticker: UONEK) to the SEC on Nov 14, 2025.

What are the key financial figures in this filing?

Key dollar amounts include: $0.001 (which registered Class A Common Stock, $0.001 Par Value UONE NASDAQ Stock Market Cla); $185.0 million (xchange Offer"), (ii) to purchase up to $185.0 million in aggregate principal amount of the Ex); $111.0 million (amount of the Existing Notes for up to $111.0 million in cash (the "Tender Offer") and (iii)); $60.6 million (he right to subscribe to purchase up to $60.6 million aggregate principal amount of newly iss).

How long is this filing?

Urban One, Inc.'s 8-K filing is 7 pages with approximately 1,970 words. Estimated reading time is 8 minutes.

Where can I view the full 8-K filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 1,970 words · 8 min read · ~7 pages · Grade level 14.2 · Accepted 2025-11-14 16:50:09

Key Financial Figures

  • $0.001 — which registered Class A Common Stock, $0.001 Par Value UONE NASDAQ Stock Market Cla
  • $185.0 million — xchange Offer"), (ii) to purchase up to $185.0 million in aggregate principal amount of the Ex
  • $111.0 million — amount of the Existing Notes for up to $111.0 million in cash (the "Tender Offer") and (iii)
  • $60.6 million — he right to subscribe to purchase up to $60.6 million aggregate principal amount of newly iss

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On November 14, 2025, Urban One, Inc. (the "Company"), entered into a Transaction Support Agreement (the "Transaction Support Agreement") with certain holders (the "Supporting Noteholders" and each, a "Supporting Noteholder") of the Company's 7.375% senior secured notes due 2028 (the "Existing Notes") that collectively hold approximately 73% of the outstanding principal amount of Existing Notes as of November 13, 2025. The Transaction Support Agreement relates to (a) the Company's offers to each holder of its Existing Notes: (i) to exchange any and all of its outstanding Existing Notes for newly issued 7.625% second lien senior secured notes due 2031 (the "Exchange Notes") and cash (the "Exchange Offer"), (ii) to purchase up to $185.0 million in aggregate principal amount of the Existing Notes for up to $111.0 million in cash (the "Tender Offer") and (iii) the right to subscribe to purchase up to $60.6 million aggregate principal amount of newly issued 10.500% first lien senior secured notes due 2030 (the "New First Lien Notes," and, together with the Exchange Notes, collectively, the "New Notes" and such offering, the "Subscription Offer" and, together with the Exchange Offer and the Tender Offer, collectively, the "Offers") and (b) the Company's solicitation of consents (the "Consent Solicitation" and together with the Offers, the "Offers and Consent Solicitation") from holders of Existing Notes to the adoption of certain amendments to the indenture governing the Existing Notes and the related security documents to eliminate substantially all of the restrictive covenants and certain of the default provisions, modify covenants regarding mergers and consolidations and modify or eliminate certain other provisions, including removing the requirement that the Company make an offer to repurchase the Existing Notes if the Company experiences certain change of control transactions, releasing the guarantees provide

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. Press Release On November 14, 2025, the Company issued a press release announcing the Offers and Consent Solicitation and entry into the Transaction Support Agreement. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. Cleansing Information The Company is also furnishing as Exhibits 99.2 and 99.3 to this Current Report on Form 8-K certain information, dated as of September 23, 2025 and November 7, 2025, respectively, (the "Cleansing Information"), previously shared with the Supporting Noteholders during the course of the discussions preceding the execution of the Transaction Support Agreement. The foregoing description of the Cleansing Information is qualified by reference to the complete presentation of the Cleansing Information, a copy of which is attached hereto as Exhibits 99.2 and 99.3 and is incorporated herein by reference. The foregoing (including Exhibits 99.1, 99.2 and 99.3) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act. Cautionary Note Regarding the Offers The Offers and Consent Solicitation are subject to the satisfaction or waiver of a number of conditions. The Company reserves the right, in its sole discretion, to amend the terms of the Offers and Consent Solicitation. The Offers may not be completed as contemplated or at all. If the Company is unable to complete the Offers or any other alternative transactions, on favorable terms or at all, due to market conditions or otherwise, its financial condition could be materially adversely affected. This Current Report on Form 8-K is not intended to and

Forward-Looking Statements

Forward-Looking Statements Certain statements made herein or in the cleansing materials may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including but not limited to any statements regarding the consummation of the Offers and Consent Solicitation, guidance, our future results of operations or financial condition, future securities repurchase programs, business strategy and plans, cost saving initiatives, user growth and engagement and objectives of management for future operations. Any statements that are not statements of historical fact should be considered forward-looking statements. In many cases, forward-looking statements can generally be identified by the use of forward-looking terminology such as "may," "plan," "predict," "expect," "estimate," "intend," "would," "will," "could," "should," "anticipate," "believe," "project" or "continue" or the negative thereof or other similar expressions. The forward-looking statements contained in this Current Report on Form 8-K reflect our views as of the date of this Current Report on Form 8-K and are based on our expectations and beliefs concerning future events, as well as currently available data as of the date of this Current Report on Form 8-K. While we believe there is a reasonable basis for our forward-looking statements, they involve a number of risks, uncertainties, assumptions and changes in circumstances that may cause actual results, performance or achievements to differ significantly from those expressed or implied in any forward-looking statement, including, but not limited to, the adverse impact of failing to consummate the Offers and Consent Solicitation, the risk that an insufficient number of holders of Existing Notes participate in the Offers and tender their Existing Notes and other risk factors described from time to time in the Company's filings with the SEC. Therefore, these statements are not guarantees of future e

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1* Transaction Support Agreement, dated as of November 14, 2025, by and among Urban One, Inc. and the Supporting Noteholders. 99.1 Press release dated November 14, 2025. 99.2 Cleansing Information, dated September 23, 2025 . 99.3 Cleansing Information, dated November 7, 2025 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Certain schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide a copy of any omitted schedule or exhibit to the SEC or its staff upon request. 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 hereunto duly authorized. URBAN ONE, INC. /s/ Peter D. Thompson November 14, 2025 Peter D. Thompson Executive Vice President and Chief Financial Officer

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