Urban One Announces 10‑for‑1 Reverse Stock Split to Preserve Nasdaq Listing

UONE
January 16, 2026

Urban One, Inc. (UONE) announced a 10‑for‑1 reverse stock split of all classes of its common stock, effective at 11:59 p.m. on January 22, 2026, with trading on a split‑adjusted basis beginning January 23, 2026. Each ten shares of Class A or Class D common stock will be automatically converted into one share, and holders who would receive a fractional share will receive cash at the closing price on the effective date.

The split is a direct response to a Nasdaq Capital Market compliance issue. The company’s Class D common stock had traded below the $1.00 minimum bid price for 30 consecutive business days as of February 2025, triggering a formal non‑compliance notice. By consolidating the share count, Urban One aims to lift the share price above the threshold and avoid the risk of delisting.

Urban One’s financial performance in the third quarter of 2025 underscored the need for the split. Revenue fell 16% to $92.7 million, a decline driven by 8.1% drops in core radio, 40.0% decline in Reach Media, and 30.0% decline in Digital segments. The company posted a net loss of $2.8 million, or $0.06 per share, and adjusted EBITDA slid from $25.4 million in Q3 2024 to $14.2 million in Q3 2025. In response, management lowered its full‑year adjusted EBITDA guidance to $56–$58 million from the previously forecast $60 million.

CEO Alfred C. Liggins said the quarter’s results were “softer than expected across the board” and highlighted the need to focus on cost control, debt management, and liquidity. He noted that the company’s cable TV advertising and affiliate revenue were pressured by subscriber churn, while local ad sales outperformed the broader market. CFO Peter Thompson added that local ad sales declined 6.5% versus a 10.1% market drop, whereas national ad sales fell 29.1% against a 21.5% market decline, reflecting a shift in digital demand.

The reverse split is part of a broader debt‑restructuring effort that includes a tender offer for existing notes and the issuance of new debt. The restructuring has prompted a downgrade by S&P Global Ratings to ‘CC’ from ‘CCC+’, signaling heightened credit risk. The company’s market capitalization was approximately $39.5 million at the end of 2025, and the debt‑restructuring plan is intended to stabilize the balance sheet and preserve the company’s ability to invest in core radio and digital growth initiatives.

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