CMLS

Risks Related to the Restructuring The Chapter 11 Cases may negatively impact our business, financial condition, or operations and subject us to uncertainties.
As previously disclosed on March 4, 2026, the Debtors intend to implement a Restructuring in accordance with (i) the Restructuring Support Agreement with (a) the Consenting 2029 Term Loan Lenders of the Company’s outstanding term loans under the 2029 Credit Agreement and (b) the Consenting 2029 Noteholders of the Company’s Senior Notes due 2029 issued under the 2029 Notes Indenture and (ii) the ABL Commitment Letter with Fifth Third Bank, as administrative agent, and the ABL Parties to the ABL Credit Agreement and the Existing ABL Credit Facility.
The Restructuring Support Agreement contemplates effectuating the Restructuring through the Chapter 11 Cases pursuant to the Plan.
The Chapter 11 Cases may affect the Debtors' relationships with, and their ability to negotiate favorable terms with, creditors, customers, vendors, suppliers, employees, and other personnel and counterparties.
While the Debtors expect to continue normal operations during the pendency of the Chapter 11 Cases, public perception of their continued viability may affect, among other things, the desire of new and existing customers, talent, vendors, content partners, landlords, employees, or other parties to enter into or continue their agreements or arrangements with the Debtors.
The failure to maintain any of these important relationships could adversely affect the Debtors’ business, financial condition, and operations.
Commencement of the Chapter 11 Cases may exacerbate concerns vendors and service providers may have about the Debtors’ liquidity and/or negatively affect the Debtors’ ability to obtain or maintain normal credit terms with vendors.
During the pendency of the Chapter 11 Cases, any transactions by the Debtors that would take place outside of the ordinary course of business are subject to the approval of the Bankruptcy Court.
This requirement may limit the Debtors’ ability to respond on a timely basis to certain events or take advantage of certain opportunities.
As a result, the effect that the Chapter 11 Cases will have on the Debtors’ business, financial condition, and operations cannot be accurately predicted or quantified at this time.
Additionally, the terms of the cash collateral orders may limit the Debtors’ ability to undertake certain business initiatives.
Furthermore, the Debtors may not realize any or all of the intended benefits of the Plan, the benefits may not be on the terms or in the manner the Debtors expect, and the costs incurred may exceed the intended benefits.
The occurrence of one or more of these events could have a material and adverse effect on the Company’s operations, financial condition and reputation and the Debtors cannot assure you that being subject to bankruptcy proceedings will not adversely affect their operations in the future.
Additionally, other risks the Debtors face, as described in this Annual Report on Form 10-K, may be exacerbated by the impacts of their entry into bankruptcy.
The cash collateral may be insufficient to fund our business operations or may be unavailable if we do not comply with the terms of the Final Cash Collateral Orders.
Although the Debtors project that they will have sufficient liquidity to operate their businesses through the Plan Effective Date, there can be no assurance that the revenue generated by the Company’s business operations and the cash made available to the Debtors under the cash collateral orders will be sufficient to fund the Company’s operations.
Moreover, if the Chapter 11 Cases take longer than expected to conclude, the Debtors may exhaust their available cash collateral.
There is no assurance that the Debtors will be able to obtain an extension of the right to use cash collateral, in which case, the liquidity necessary for the orderly functioning of the Debtors’ businesses may be impaired materially.
In addition, the Company does not currently have financing available to it in the form of a debtor-in-possession credit facility.
In the event that revenue flows are not sufficient to meet the Company’s liquidity requirements, or the Chapter 11 Cases take longer than expected to conclude, the Company may be required to seek such financing.
There can be no assurance that such additional financing would be available or, if available, offered on terms that are acceptable to the Company or the Bankruptcy Court.
If, for one or more reasons, the Company is unable to obtain such additional financing, the Company’s business and assets may be subject to liquidation under Chapter 7 of the Bankruptcy Code and the Company may cease to continue as a going concern.
The Final Cash Collateral Order includes affirmative and negative covenants applicable to the Debtors, including compliance with a budget and maintenance of certain minimum liquidity requirements.
There can be no assurance that the Company will be able to comply with these covenants and meet its obligations as they become due or to comply with the other terms and conditions of Final Cash Collateral Order.
Any event of default under the Final Cash Collateral Order could imperil the Debtors’ ability to reorganize.
We may not be able to obtain confirmation of the Plan as outlined in the Restructuring Support Agreement.
To emerge successfully from Bankruptcy Court protection as a viable entity, we must meet certain statutory requirements with respect to adequacy of disclosure with respect to the plan of reorganization, obtain the requisite acceptances of such a plan and fulfill other statutory conditions for confirmation of such a plan, which have not occurred to date.
The confirmation process is subject to numerous, unanticipated potential delays, including a delay in the Bankruptcy Court’s commencement of the confirmation hearing regarding our proposed Plan (or any Chapter 11 plan).
The confirmation hearing regarding our proposed Plan is currently scheduled to begin on April 15, 2026.
Although the Debtors believe that the Plan will satisfy all requirements necessary for confirmation by the Bankruptcy Court, there can be no assurance that the Bankruptcy Court will reach the same conclusion, that modifications to the Plan will not be required prior to confirmation, or that such modifications would not necessitate re-solicitation of votes to accept the Plan.
Moreover, the Debtors can make no assurances that they will receive the requisite support from the voting classes for acceptance to confirm the Plan.
Voting is assessed on a class-wide basis; under the Bankruptcy Code, a class is deemed to vote in favor of a plan if the plan is favored by (i) at least 50% of the claims in such class (in number) actually voting and (ii) claims constituting at least two-thirds of the total claims (in value) in the class actually voting.
Even if each of the requisite classes vote in favor of the Plan in accordance with the requirements of the Bankruptcy Code and the requirements for “cramdown” (as described below) are met with respect to any impaired class that rejected or was deemed to reject the Plan, the Bankruptcy Court may decline to confirm the Plan if it finds that any of the requirements for confirmation have not been satisfied.
If the Plan is not confirmed, it is unclear what distributions holders of claims or interests ultimately would receive with respect to such claims or interests under a subsequent plan of reorganization.
In the event that any impaired class of claims or interests does not accept or is deemed not to accept the Plan, the Bankruptcy Court may nonetheless confirm the Plan at the Debtors’ request if at least one impaired class has voted to accept the Plan (with such acceptance being determined without inclusion of the votes of any “insider” in such class), and as to each impaired class that has not accepted the Plan, the Bankruptcy Court determines that the Plan “does not discriminate unfairly” and is “fair and equitable” with respect to the dissenting impaired classes.
Such outcome is referred to colloquially as a “cramdown.” In the event that any class or classes entitled to vote on the Plan vote to reject it, the Debtors believe that the Plan satisfies the requirements for non-consensual confirmation so long as one of the voting classes votes to accept it.
But there can be no assurance that the Bankruptcy Court will agree.
In addition, the pursuit of non-consensual confirmation of the Plan may result in, among other things, increased expenses relating to professional compensation.
There can be no assurance as to the timing of the Plan Effective Date.
If the conditions precedent to the Plan Effective Date set forth in the Plan have not occurred or have not been waived as set forth in the Plan, then the confirmation order may be vacated, in which event no distributions would be made under the Plan, the Debtors and all holders of claims and interests would be restored to the status quo ante as of the day immediately preceding the confirmation date, and the Debtors’ obligations with respect to claims and interests would remain unchanged.

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Gone since FY2024

Operating Risks Continued uncertain financial and economic conditions. including inflation, may have an adverse impact on our business, results of operations or financial condition.
Financial and economic conditions continue to be uncertain over the longer term and the continuation or worsening of such conditions, including prolonged or increased inflationary developments, could reduce consumer confidence and have an adverse effect on our business, results of operations and/or financial condition.
If consumer confidence were to decline, this decline could negatively affect our advertising customers’ businesses and their advertising budgets.
In addition, volatile economic conditions could have a negative impact on our industry or the industries of our customers who advertise on our stations, resulting in reduced advertising sales.
Furthermore, it may be possible that actions taken by any governmental or regulatory body for the purpose of stabilizing the economy or financial markets will not achieve their intended effect.
In addition to any negative direct consequences to our business or results of operations arising from these financial and economic developments, some of these actions may adversely affect financial institutions, capital providers, advertisers or other consumers on whom we rely, including for access to future capital or financing arrangements necessary to support our business.
Our operations and revenues also tend to be seasonal in nature, with generally lower revenue generated in the first quarter of the year and generally higher revenue generated in the second and fourth quarters of the year.
We have more than 9,500 broadcast radio stations affiliated with our Westwood One network.
Disruptions, failures or security breaches of our information technology infrastructure could interfere with our operations, compromise client information and expose us to liability, possibly causing our business and reputation to suffer.
Our technology systems and related data and those of our third party providers also may be vulnerable to a variety of sources of interruption as a result of events beyond our control, including natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers, ransomware or other cybersecurity threats, and other information security issues.
Cybersecurity incidents can also include employee or personnel failures, fraud, phishing or other social engineering attempts or other methods to cause confidential information, payments, account access or access credentials, or other data to be transmitted to an unintended recipient.
We have experienced targeted cybersecurity threats and incidents in the past that have resulted in unauthorized persons gaining access to certain of our information systems, however, we are not aware of any incident having a material adverse effect on our business, results of operations or financial condition to date, and there can be no assurance that we will not experience future incidents that may be material.
The loss of one or more of these personalities could result in losses of audience share in that particular market which, in turn, could adversely affect revenues in that particular market.
We are in the process of testing and implementing certain artificial intelligence ("AI") solutions and other AI-based technologies in our business operations.
While we may mitigate certain risks associated with the improper use of AI both internally and externally through both technical measures and the inclusion of contractual restrictions on third-party use, we cannot guarantee that such measures will be effective.
Such improper use by any third party could adversely affect our business, reputation, or financial results or subject us to legal liability.
Financial Risks The level and certain terms of our indebtedness could adversely affect our financial condition and impair our ability to operate our business.
Our debt agreements contain a number of significant covenants that could adversely affect Cumulus's ability to operate its businesses, as well as significantly affect its liquidity, and therefore could adversely affect Cumulus's results of operations.
These covenants restrict (subject to certain exceptions) Cumulus's ability to: incur additional indebtedness; grant liens; consummate mergers, acquisitions, consolidations, liquidations and dissolutions; sell assets; make investments, loans and advances; make payments and modifications to subordinated and other material debt instruments; enter into transactions with affiliates; consummate sale-leaseback transactions; enter into hedging arrangements; allow third parties to manage its stations, and sell substantially all of the stations' programming or advertising; transfer or assign FCC licenses to third parties; and change its lines of business.
The breach of any covenants or obligations in our debt agreements, not otherwise waived or amended, could result in a default under the agreements and could trigger acceleration of those obligations.
Any default under our debt could adversely affect Cumulus's financial condition, results of operations and ability to make payments on debt.
As of December 31, 2024, our FCC licenses comprised 46.3% of our assets.
Significant judgments are required to estimate the fair value of these assets including estimating future cash flows, near-term and long-term revenue growth, and determining appropriate discount rates, among other assumptions.
During the year ended December 31, 2024, we recorded a total impairment charge on our FCC licenses of $221.8 million which is recorded within Impairment of Intangible Assets on our Consolidated Statements of Operations.
There can be no assurance that such bad debt reserves will be sufficient.
We are a holding company with no material independent assets or operations and we depend on our subsidiaries for cash.
The FCC has been vigorous in its enforcement of its rules and regulations, including its indecency, sponsorship identification and Emergency Alert System ("EAS") rules, violations of which could have a material adverse effect on our business.
The FCC increased its enforcement of regulations requiring a radio station to include an on-air announcement which identifies the sponsor of all advertisements and other matter broadcast by any radio station for which any money, service or other valuable consideration is received.
In addition, the FCC has recently increased its enforcement with respect to failure to comply with requirements regarding the maintenance of public inspection files for each radio station, which are maintained on an FCC database and therefore are easily accessible by members of the public and the FCC.
Similarly, the FCC has sought to impose substantial fines on broadcasters who transmit EAS codes, or simulations thereof, in the absence of an actual emergency or authorized test of the EAS.
Risks Related to Ownership of Our Class A Common Stock The public market for our Class A Common Stock may be volatile.
The market price for our Class A common stock could be subject to wide fluctuations as a result of such factors as: • the total number of shares of Class A common stock available to trade and the low trading volume of the stock; • the total amount of our indebtedness and our ability to service that debt; • the potential that our Class A common stock will be delisted by Nasdaq in the event we fail to regain compliance in a timely manner with the Minimum Bid Price Requirement (as defined below) and maintain compliance with other listing requirements; • conditions and trends in the radio broadcasting industry; • actual or anticipated variations in our operating results, including audience share ratings and financial results; • estimates of our future performance and/or operations; • changes in financial estimates by securities analysts; • technological innovations; • competitive developments; • adoption of new accounting standards affecting companies in general or affecting companies in the radio broadcasting industry in particular; and • general market conditions and other factors.
Further, the stock markets, and in particular the NASDAQ Global Market, the market on which our Class A common stock is listed, from time to time have experienced extreme price and volume fluctuations that were not necessarily related or proportionate to the operating performance of the affected companies.
In addition, general economic, political and market conditions such as recessions, interest rate movements or international currency fluctuations, may adversely affect the market price of our Class A common stock.
We are currently not in compliance with the continued listing standards of NASDAQ, and if we do not regain compliance, our common stock may be delisted, which could have a material adverse effect on the liquidity of our common stock.
Our Class A common stock is currently traded on the Nasdaq Global Market.
On December 16, 2024, we received a deficiency letter from the Nasdaq Listing Qualifications Department notifying us that, for the prior thirty consecutive business days, the closing bid price for our Class A common stock had closed below the minimum $1.00 per share requirement for continued listing on the Nasdaq Global Market pursuant to Nasdaq Listing 5550(a)(2) (the "Minimum Bid Price Requirement").
In accordance with NASDAQ Listing Rule 5810(c)(3)(A), we have 180 calendar days, or until June 16, 2025, to regain compliance with the requirements under the Minimum Bid Price Requirement.
If, at any time before that date the bid price of the Company’s Class A common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, NASDAQ will notify us that we have achieved compliance with the Minimum Bid Price Requirement.
We intend to actively monitor the closing bid price for the Class A common stock and will evaluate potential options to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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