Urban One, Inc. 8-K Filing

Ticker: UONEK · Form: 8-K · Filed: Dec 18, 2025 · CIK: 1041657

Urban One, Inc. 8-K Filing Summary
FieldDetail
CompanyUrban One, Inc. (UONEK)
Form Type8-K
Filed DateDec 18, 2025
Pages12
Reading Time14 min
Key Dollar Amounts$0.001, $291.02 million, $60.6 million, $185.0 million, $111.0 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 Dec 18, 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); $291.02 million (Urban One, Inc. (the "Issuer"), issued $291.02 million aggregate principal amount of the Issue); $60.6 million (On December 18, 2025, the Issuer issued $60.6 million aggregate principal amount of 10.500% F); $185.0 million (ith cash on hand, were used to purchase $185.0 million of validly tendered Existing Notes at a); $111.0 million (d Existing Notes at a purchase price of $111.0 million in cash, pay accrued and unpaid interes).

How long is this filing?

Urban One, Inc.'s 8-K filing is 12 pages with approximately 3,514 words. Estimated reading time is 14 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: 3,514 words · 14 min read · ~12 pages · Grade level 16.3 · Accepted 2025-12-18 16:15:08

Key Financial Figures

  • $0.001 — which registered Class A Common Stock, $0.001 Par Value UONE NASDAQ Stock Market Cla
  • $291.02 million — Urban One, Inc. (the "Issuer"), issued $291.02 million aggregate principal amount of the Issue
  • $60.6 million — On December 18, 2025, the Issuer issued $60.6 million aggregate principal amount of 10.500% F
  • $185.0 million — ith cash on hand, were used to purchase $185.0 million of validly tendered Existing Notes at a
  • $111.0 million — d Existing Notes at a purchase price of $111.0 million in cash, pay accrued and unpaid interes
  • $75.0 m — the aggregate principal amount of up to $75.0 million, with incremental capacity to inc
  • $25.0 million — an additional principal amount of up to $25.0 million thereunder, with the proceeds thereof t

Filing Documents

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. 2L Exchange Notes Indenture On December 18, 2025, Urban One, Inc. (the "Issuer"), issued $291.02 million aggregate principal amount of the Issuer's 7.625% Second Lien Senior Secured Notes due 2031 (the "2L Exchange Notes"). The 2L Exchange Notes were issued in connection with the previously announced exchange offer and consent solicitation (the "Exchange Offer and Consent Solicitation") of the Issuer's existing 7.375% Senior Secured Notes due 2028 (the "Existing Notes") for the 2L Exchange Notes and cash. The 2L Exchange Notes were issued pursuant to that certain Indenture, dated as of December 18, 2025 (the "2L Exchange Notes Indenture"), among the Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent. The 2L Exchange Notes pay interest semiannually in arrears. The 2L Exchange Notes were offered in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act. Optional Redemption Provisions and Change of Control Repurchase Right At any time, the Issuer may redeem all or a part of the 2L Exchange Notes at a redemption price equal to 100.0% of the principal amount of the 2L Exchange Notes, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Upon a Change of Control (as defined in the 2L Exchange Notes Indenture) the Issuer will be re required to make an offer to purchase all of the 2L Exchange Notes, at an offer price equal to 101% of the aggregate principal amount of 2L Exchange Notes plus accrued and unpaid interest, if any, to but excluding the date of repurchase (a "2L Exchange Notes Change of Control Offer"). If not less than 90% in aggregate principal amo

Use of Proceeds

Use of Proceeds The net proceeds from the offering of the New First Lien Notes, along with cash on hand, were used to purchase $185.0 million of validly tendered Existing Notes at a purchase price of $111.0 million in cash, pay accrued and unpaid interest on the Existing Notes accepted for exchange or purchase, as applicable, and other various fees and expenses related to the offers and the remainder, if any, for general corporate purposes. The foregoing description of the New First Lien Notes and the New First Lien Notes Indenture is not complete and is qualified in its entirety by reference to the full text of the New First Lien Notes Indenture, including the form of New First Lien Notes contained therein, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference. Amended and Restated ABL Credit Agreement On December 18, 2025, the Issuer also entered into an Amended and Restated Credit Agreement, among the Issuer, as the administrative borrower, together with the other borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent (the "Amended and Restated ABL Credit Agreement"), which amends and restates its existing ABL Credit Agreement, dated as of February 19, 2021, among, among others, the Issuer and Bank of America, N.A., in order to facilitate the issuance of the Exchange Offer and Consent Solicitation. The Amended and Restated ABL Credit Agreement provides for, among other things, commitments in the aggregate principal amount of up to $75.0 million, with incremental capacity to incur an additional principal amount of up to $25.0 million thereunder, with the proceeds thereof to be used primarily for working capital and general corporate purposes, including capital expenditures, permitted acquisitions, permitted investments and permitted dividends, in each case, in accordance with the terms of the Amended and Restated ABL Credit Agreement. The foregoing

01. Other Events

Item 8.01. Other Events. On December 15, 2025, the Issuer issued a press release announcing the expiration of the Exchange Offer and Consent Solicitation. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 Indenture for the 2L Exchange Notes, dated as of December 18, 2025, among the Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent (including the form of 2L Exchange Note) 4.2 Indenture for the New First Lien Notes, dated as of December 18, 2025, among the Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent (including the form of New First Lien Note) 10.1 Amended and Restated ABL Credit Agreement, dated as of December 18, 2025, among the Issuer, the lenders party thereto and Bank of America, N.A., as administrative agent for the Lenders 10.2 Transaction Letter Agreement, dated as of December 18, 2025, by and among the Issuer, the Executive and the Supporting Holders 99.1 Press Release, dated December 15, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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 December 18, 2025 Peter D. Thompson Executive Vice President and Chief Financial Officer

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