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Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

​

FORM 10-Q

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(Mark One)

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​ | ​
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the Quarterly Period ended September 30, 2025

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OR

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​ | ​
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

​

For the transition period from to

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Commission File Number 1-11588

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Saga Communications, Inc.

(Exact name of registrant as specified in its charter)

​

Florida | 38-3042953
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
73 Kercheval Avenue Grosse Pointe Farms, Michigan (Address of principal executive offices) | 48236 (Zip Code)

​

(313) 886-7070

(Registrant’s telephone number, including area code)

​

​

Securities registered pursuant to Section 12(b) of the Act:

​

Title of each class | Trading symbol(s) | Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share | SGA | NASDAQ Global Market

​

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ◻.

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ◻.

​

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer ◻ ​ | Accelerated filer þ | Non-accelerated filer ◻
Smaller Reporting Company ☑ | Emerging growth company ☐ ​ | ​

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

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The number of shares of the registrant’s Class A Common Stock, $.01 par value, outstanding as of November 3, 2025, was 6,439,921.

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Table of Contents

INDEX

​ | Page
PART I. FINANCIAL INFORMATION | 3
​ | ​
Item 1. Financial Statements (Unaudited) | 3
​ | ​
Condensed consolidated balance sheets — September 30, 2025 and December 31, 2024 | 3
​ | ​
Condensed consolidated statements of operations — Three and nine months ended September 30, 2025 and 2024 | 4
​ | ​
Condensed consolidated statements of stockholders’ equity – Three and nine months ended September 30, 2025 and 2024 | 5
​ | ​
Condensed consolidated statements of cash flows — Nine months ended September 30, 2025 and 2024 | 7
​ | ​
Notes to unaudited condensed consolidated financial statements | 8
​ | ​
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25
​ | ​
Item 3. Quantitative and Qualitative Disclosures about Market Risk | 34
​ | ​
Item 4. Controls and Procedures | 34
​ | ​
PART II OTHER INFORMATION | 34
​ | ​
Item 1. Legal Proceedings | 34
​ | ​
Item 1A. Risk Factors | 34
​ | ​
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 35
​ | ​
Item 5. Other Information | 35
​ | ​
Item 6. Exhibits | 36
​ | ​
SIGNATURES | 37
​ | ​
EX-31.1 | ​
​ | ​
EX-31.2 | ​
​ | ​
EX-32 | ​
​ | ​
EX-101 INSTANCE DOCUMENT | ​
​ | ​
EX-101 SCHEMA DOCUMENT | ​
​ | ​
EX-101 CALCULATION LINKBASE DOCUMENT | ​
​ | ​
EX-101 LABELS LINKBASE DOCUMENT | ​
​ | ​
EX-101 PRESENTATION LINKBASE DOCUMENT | ​
​ | ​
EX-101 DEFINITION LINKBASE DOCUMENT | ​

​

​

2

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

SAGA COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | September 30, |  | December 31, | ​
​ | ​ | 2025 | ​ | 2024 |
​ |  | (Unaudited) |  | (Note) | ​
​ | ​ | (In thousands) | ​
Assets | ​ | ​ | ​ |  | ​ | ​ | ​
Current assets: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash and cash equivalents | ​ | $ | 17,060 | ​ | $ | 18,860 | ​
Assets held for sale | ​ | ​ | 4,381 | ​ | ​ | — | ​
Short-term investments | ​ | ​ | 9,210 | ​ | ​ | 8,927 | ​
Accounts receivable, net | ​ |  | 14,577 | ​ |  | 15,941 | ​
Prepaid expenses and other current assets | ​ |  | 4,239 | ​ |  | 2,606 | ​
Barter transactions | ​ |  | 867 | ​ |  | 752 | ​
Total current assets | ​ |  | 50,334 | ​ |  | 47,086 | ​
Property and equipment | ​ |  | 144,196 | ​ |  | 151,553 | ​
Less accumulated depreciation | ​ |  | 97,042 | ​ |  | 99,646 | ​
Net property and equipment | ​ |  | 47,154 | ​ |  | 51,907 | ​
Other assets: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Broadcast licenses | ​ |  | 91,478 | ​ |  | 91,497 | ​
Goodwill | ​ |  | 19,229 | ​ |  | 19,229 | ​
Other intangibles, right of use assets, deferred costs and investments, net | ​ |  | 10,157 | ​ |  | 12,006 | ​
Total assets | ​ | $ | 218,352 | ​ | $ | 221,725 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities and shareholders’ equity | ​ | ​ | ​ | ​ |  | ​ | ​
Current liabilities: | ​ | ​ | ​ | ​ |  | ​ | ​
Accounts payable | ​ | $ | 3,110 | ​ | $ | 3,080 | ​
Liabilities held for sale | ​ | ​ | 840 | ​ | ​ | — | ​
Accrued expenses: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Accrued payroll and payroll taxes | ​ |  | 5,696 | ​ |  | 5,542 | ​
Other accrued expenses | ​ |  | 7,836 | ​ |  | 7,006 | ​
Barter transactions | ​ |  | 901 | ​ |  | 930 | ​
Total current liabilities | ​ |  | 18,383 | ​ |  | 16,558 | ​
Deferred income taxes | ​ |  | 26,132 | ​ |  | 26,007 | ​
Long-term debt | ​ |  | 5,000 | ​ |  | 5,000 | ​
Other liabilities | ​ |  | 6,780 | ​ |  | 8,238 | ​
Total liabilities | ​ |  | 56,295 | ​ |  | 55,803 | ​
Commitments and contingencies (Note 11 and 14) | ​ |  | — | ​ |  | — | ​
Shareholders’ equity: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Common stock | ​ |  | 82 | ​ |  | 82 | ​
Additional paid-in capital | ​ |  | 75,265 | ​ |  | 74,334 | ​
Retained earnings | ​ |  | 122,413 | ​ |  | 128,216 | ​
Treasury stock | ​ |  | (35,703) | ​ |  | (36,710) | ​
Total shareholders’ equity | ​ |  | 162,057 | ​ |  | 165,922 | ​
Total liabilities and shareholders' equity | ​ | $ | 218,352 | ​ | $ | 221,725 | ​

Note: The balance sheet as December 31, 2024 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

See accompanying notes to unaudited condensed consolidated financial statements.

3

Table of Contents

SAGA COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three Months Ended |  | Nine Months Ended
​ | ​ | September 30, |  | September 30,
​ |  | 2025 |  | 2024 |  | 2025 |  | 2024
​ | ​ | (Unaudited)
​ | ​ | (In thousands, except per share data)
Net operating revenue | ​ | $ | 28,166 |  | $ | 28,694 |  | $ | 80,607 |  | $ | 83,704
Station operating expenses | ​ |  | 24,674 | ​ |  | 22,709 |  |  | 68,863 | ​ |  | 68,473
Corporate general and administrative | ​ |  | 2,820 | ​ |  | 2,900 |  |  | 9,061 | ​ |  | 8,987
Depreciation and amortization | ​ |  | 1,307 | ​ |  | 1,391 | ​ | ​ | 3,900 | ​ |  | 3,847
Other operating (income) expense, net | ​ | ​ | (9) | ​ | ​ | 49 | ​ | ​ | 298 | ​ | ​ | 1,026
Operating (loss) income | ​ |  | (626) | ​ |  | 1,645 |  |  | (1,515) | ​ |  | 1,371
Interest expense | ​ |  | 108 | ​ |  | 121 |  |  | 322 | ​ |  | 235
Interest income | ​ |  | (216) | ​ |  | (255) |  |  | (648) | ​ |  | (809)
Other income | ​ | ​ | (81) | ​ | ​ | (78) | ​ | ​ | (105) | ​ | ​ | (1,211)
(Loss) income before income tax expense | ​ |  | (437) | ​ |  | 1,857 |  |  | (1,084) | ​ |  | 3,156
Income tax (benefit) expense | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Current | ​ | ​ | 290 | ​ |  | 415 |  |  | 130 | ​ |  | 715
Deferred | ​ | ​ | (195) | ​ |  | 175 |  |  | (235) | ​ |  | 250
​ | ​ |  | 95 | ​ |  | 590 |  |  | (105) | ​ |  | 965
Net (loss) income | ​ | $ | (532) | ​ | $ | 1,267 |  | $ | (979) | ​ | $ | 2,191
​ | ​ | ​ | ​ | ​ | ​ | ​ |  | ​ | ​ | ​ | ​ | ​
(Loss) income per share: | ​ | ​ | ​ | ​ | ​ | ​ |  | ​ | ​ | ​ | ​ | ​
Basic | ​ | $ | (0.08) | ​ | $ | 0.20 |  | $ | (0.15) | ​ | $ | 0.35
Diluted | ​ | $ | (0.08) | ​ | $ | 0.20 |  | $ | (0.15) | ​ | $ | 0.35
​ | ​ | ​ | ​ | ​ | ​ | ​ |  | ​ | ​ | ​ | ​ | ​
Weighted average common shares | ​ |  | 6,164 | ​ |  | 6,075 |  |  | 6,156 | ​ |  | 6,070
Weighted average common and common equivalent shares | ​ |  | 6,164 | ​ |  | 6,075 |  |  | 6,156 | ​ |  | 6,070
​ | ​ | ​ | ​ | ​ | ​ | ​ |  | ​ | ​ | ​ | ​ | ​
Dividends declared per share | ​ | $ | 0.25 | ​ | $ | 0.25 |  | $ | 0.75 | ​ | $ | 1.35

​

See accompanying notes to unaudited condensed consolidated financial statements.

​

​

4

Table of Contents

SAGA COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the three and nine months ended September 30, 2025 and 2024

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Class A | ​ | Class B | ​ | Additional | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Total
​ | ​ | Common Stock | ​ | Common Stock | ​ | Paid-In | ​ | Retained | ​ | Treasury | ​ | Stockholders’
​ |  | Shares |  | Amount |  | Shares |  | Amount |  | Capital |  | Earnings |  | Stock |  | Equity
​ | ​ | (Unaudited) (In thousands)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance at December 31, 2023 | ​ | 8,007 | ​ | $ | 80 | ​ | — | ​ | $ | — | ​ | $ | 72,593 | ​ | $ | 134,771 | ​ | $ | (36,895) | ​ | $ | 170,549
Net loss, three months ended March 31, 2024 |  | — | ​ | ​ | — |  | — | ​ |  | — | ​ |  | — | ​ |  | (1,577) | ​ |  | — | ​ |  | (1,577)
Dividends declared per common share |  | — | ​ |  | — |  | — | ​ |  | — | ​ |  | — | ​ |  | (5,321) | ​ |  | — | ​ |  | (5,321)
Compensation expense related to restricted stock awards |  | — | ​ |  | — |  | — | ​ |  | — | ​ |  | 453 | ​ | ​ | — | ​ |  | — | ​ |  | 453
401(k) plan contribution |  | — | ​ |  | — |  | — | ​ |  | — | ​ |  | (207) | ​ |  | — | ​ |  | 475 | ​ |  | 268
Balance at March 31, 2024 |  | 8,007 | ​ | $ | 80 |  | — | ​ | $ | — | ​ | $ | 72,839 | ​ | $ | 127,873 | ​ | $ | (36,420) | ​ | $ | 164,372
Net income, three months ended June 30, 2024 |  | — | ​ |  | — |  | — | ​ |  | — | ​ |  | — | ​ |  | 2,501 | ​ |  | — | ​ |  | 2,501
Forfeiture of restricted stock |  | (1) | ​ |  | — |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | —
Dividends declared per common share |  | — | ​ |  | — |  | — | ​ |  | — | ​ |  | — | ​ |  | (1,566) | ​ |  | — | ​ |  | (1,566)
Compensation expense related to restricted stock awards |  | — | ​ |  | — |  | — | ​ |  | — | ​ |  | 520 | ​ |  | — | ​ |  | — | ​ |  | 520
Balance at June 30, 2024 |  | 8,006 | ​ | $ | 80 |  | — | ​ | $ | — | ​ | $ | 73,359 | ​ | $ | 128,808 | ​ | $ | (36,420) | ​ | $ | 165,827
Net income, three months ended September 30, 2024 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,267 | ​ | ​ | — | ​ | ​ | 1,267
Dividends declared per common share | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (1,565) | ​ | ​ | — | ​ | ​ | (1,565)
Compensation expense related to restricted stock awards | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 474 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 474
Purchase of shares held in treasury | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (11) | ​ | ​ | (11)
Balance at September 30, 2024 | ​ | 8,006 | ​ | $ | 80 | ​ | — | ​ | $ | — | ​ | $ | 73,833 | ​ | $ | 128,510 | ​ | $ | (36,431) | ​ | $ | 165,992

​

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Table of Contents

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Class A | ​ | Class B | ​ | Additional | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Total
​ | ​ | Common Stock | ​ | Common Stock | ​ | Paid-In | ​ | Retained | ​ | Treasury | ​ | Stockholders’
​ |  | Shares |  | Amount |  | Shares |  | Amount |  | Capital |  | Earnings |  | Stock |  | Equity
​ | ​ | (Unaudited) (In thousands)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance at December 31, 2024 | ​ | 8,183 | ​ | $ | 82 | ​ | — | ​ | $ | — | ​ | $ | 74,334 | ​ | $ | 128,216 | ​ | $ | (36,710) | ​ | $ | 165,922
Net loss, three months ended March 31, 2025 |  | — | ​ |  | — |  | — | ​ |  | — | ​ |  | — | ​ |  | (1,575) | ​ |  | — | ​ |  | (1,575)
Dividends declared per common share |  | — | ​ |  | — |  | — | ​ |  | — | ​ |  | — | ​ |  | (1,604) | ​ |  | — | ​ |  | (1,604)
Compensation expense related to restricted stock awards |  | — | ​ |  | — |  | — | ​ |  | — | ​ |  | 527 | ​ |  | — | ​ |  | — | ​ |  | 527
401(k) plan contribution |  | — | ​ |  | — |  | — | ​ |  | — | ​ |  | (717) | ​ |  | — | ​ |  | 1,007 | ​ |  | 290
Balance at March 31, 2025 | ​ | 8,183 | ​ | $ | 82 |  | — | ​ | $ | — | ​ | $ | 74,144 | ​ | $ | 125,037 | ​ | $ | (35,703) | ​ | $ | 163,560
Net income, three months ended June 30, 2025 |  | — | ​ |  | — |  | — | ​ |  | — | ​ |  | — | ​ |  | 1,128 | ​ |  | — | ​ |  | 1,128
Forfeiture of restricted stock | ​ | (1) | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Dividends declared per common share |  | — | ​ |  | — |  | — | ​ |  | — | ​ |  | — | ​ | ​ | (1,611) | ​ |  | — | ​ |  | (1,611)
Compensation expense related to restricted stock awards |  | — | ​ |  | — |  | — | ​ |  | — | ​ |  | 603 | ​ |  | — | ​ |  | — | ​ |  | 603
Balance at June 30, 2025 |  | 8,182 | ​ | $ | 82 |  | — | ​ | $ | — | ​ | $ | 74,747 | ​ | $ | 124,554 | ​ | $ | (35,703) | ​ | $ | 163,680
Net loss, three months ended September 30, 2025 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (532) | ​ | ​ | — | ​ | ​ | (532)
Forfeiture of restricted stock | ​ | (1) | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Dividends declared per common share | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (1,609) | ​ | ​ | — | ​ | ​ | (1,609)
Compensation expense related to restricted stock awards | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 518 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 518
Balance at September 30, 2025 | ​ | 8,181 | ​ | $ | 82 | ​ | — | ​ | $ | — | ​ | $ | 75,265 | ​ | $ | 122,413 | ​ | $ | (35,703) | ​ | $ | 162,057

See accompanying notes to unaudited condensed consolidated financial statements.

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SAGA COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Nine Months Ended |
​ | ​ | September 30, |
​ |  | 2025 |  | 2024 |
​ | ​ | (Unaudited) |
​ | ​ | (In thousands) | ​
Cash flows from operating activities: | ​ | ​ | ​ |  | ​ | ​ | ​
Net (loss) income | ​ | $ | (979) | ​ | $ | 2,191 | ​
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Depreciation and amortization | ​ | ​ | 3,900 | ​ | ​ | 3,847 | ​
Deferred income tax (benefit) expense | ​ | ​ | (235) | ​ | ​ | 250 | ​
Amortization of deferred costs | ​ | ​ | 24 | ​ | ​ | 27 | ​
Compensation expense related to restricted stock awards | ​ | ​ | 1,648 | ​ | ​ | 1,447 | ​
Provision for credit losses | ​ | ​ | 372 | ​ | ​ | 832 | ​
Loss on sale of assets, net | ​ | ​ | 298 | ​ | ​ | 1,026 | ​
(Gain) on insurance claims | ​ | ​ | (105) | ​ | ​ | (78) | ​
Other (gain), net | ​ | ​ | — | ​ | ​ | (1,133) | ​
Barter (revenue) expense, net | ​ | ​ | (147) | ​ | ​ | (20) | ​
Deferred and other compensation | ​ | ​ | (106) | ​ | ​ | (165) | ​
Changes in assets and liabilities, net of acquisition of AR: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Decrease in current assets | ​ | ​ | 68 | ​ | ​ | 1,016 | ​
Increase in accounts payable, accrued expenses, and other liabilities | ​ | ​ | 744 | ​ | ​ | 901 | ​
Total adjustments | ​ | ​ | 6,461 | ​ | ​ | 7,950 | ​
Net cash provided by operating activities | ​ | ​ | 5,482 | ​ | ​ | 10,141 | ​
Cash flows from investing activities: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Purchase of short-term investments | ​ | ​ | (13,619) | ​ | ​ | (12,993) | ​
Redemption of short-term investments | ​ | ​ | 13,619 | ​ | ​ | 15,104 | ​
Acquisition of property and equipment (Capital Expenditures) | ​ |  | (2,600) | ​ |  | (3,199) | ​
Acquisition of broadcast properties | ​ |  | — | ​ |  | (5,711) | ​
Proceeds from sale and disposal of assets | ​ | ​ | 37 | ​ | ​ | 176 | ​
Proceeds from insurance claims, redemption of investments and other | ​ |  | 105 | ​ | ​ | 1,221 | ​
Other investing activities | ​ |  | — | ​ |  | (2) | ​
Net cash used in investing activities | ​ |  | (2,458) | ​ |  | (5,404) | ​
Cash flows from financing activities: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Proceeds from long-term debt | ​ | ​ | — | ​ | ​ | 5,000 | ​
Cash dividends paid | ​ |  | (4,824) | ​ |  | (19,391) | ​
Purchase of treasury shares | ​ |  | — | ​ |  | (11) | ​
Net cash used in financing activities | ​ |  | (4,824) | ​ |  | (14,402) | ​
Net decrease in cash and cash equivalents | ​ |  | (1,800) | ​ |  | (9,665) | ​
Cash and cash equivalents, beginning of period | ​ |  | 18,860 | ​ |  | 29,582 | ​
Cash and cash equivalents, end of period | ​ | $ | 17,060 | ​ | $ | 19,917 | ​

​

See accompanying notes to unaudited condensed consolidated financial statements.

​

​

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SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for annual financial statements.

In our opinion, the accompanying financial statements include all adjustments of a normal, recurring nature considered necessary for a fair presentation of our financial position as of September 30, 2025 and the results of operations for the three and nine months ended September 30, 2025 and 2024. Results of operations for three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

We own or operate broadcast properties in 28 markets, including 82 FM and 30 AM radio stations and 79 metro signals.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Saga Communications, Inc. (the “Company”) annual report on Form 10-K for the year ended December 31, 2024.

We have evaluated events and transactions occurring subsequent to the balance sheet date of September 30, 2025, for items that should potentially be recognized in these financial statements or discussed within the notes to these financial statements.

Earnings Per Share Information

Earnings per share is calculated using the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of Common Stock and participating security. The Company has participating securities related to restricted stock units, granted under the Company’s Second Amended and Restated 2005 Incentive Compensation Plan and the Company’s 2023 Incentive Compensation Plan, that earn dividends on an equal basis with common shares. In applying the two-class method, earnings are allocated to both common shares and participating securities.

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SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

​

The following table sets forth the computation of basic and diluted earnings per share:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended |  | Nine Months Ended |
​ | ​ | September 30, |  | September 30, |
​ |  | 2025 |  | 2024 |  | 2025 |  | 2024 |
​ | ​ | (In thousands, except per share data) | ​ | ​ | ​ | ​ | ​ | ​ |
Numerator: |  | ​ |  |  | ​ |  | ​ | ​ |  |  | ​ |  | ​
Net (loss) income | ​ | $ | (532) | ​ | $ | 1,267 | ​ | $ | (979) | ​ | $ | 2,191 | ​
Less: (Loss) income allocated to unvested participating securities | ​ |  | (28) | ​ |  | 39 | ​ |  | (45) | ​ |  | 69 | ​
Net (loss) income available to common shareholders | ​ | $ | (504) | ​ | $ | 1,228 | ​ | $ | (934) | ​ | $ | 2,122 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Denominator: | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​
Denominator for basic earnings per share — weighted average shares | ​ |  | 6,164 | ​ |  | 6,075 | ​ |  | 6,156 | ​ |  | 6,070 | ​
Effect of dilutive securities: | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​
Common stock equivalents | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​
Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions | ​ |  | 6,164 | ​ |  | 6,075 | ​ |  | 6,156 | ​ |  | 6,070 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(Loss) income per share: | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​
Basic | ​ | $ | (0.08) | ​ | $ | 0.20 | ​ | $ | (0.15) | ​ | $ | 0.35 | ​
Diluted | ​ | $ | (0.08) | ​ | $ | 0.20 | ​ | $ | (0.15) | ​ | $ | 0.35 | ​

​

There were no stock options outstanding that had an anti-dilutive effect on our earnings per share calculation for the three and nine months ended September 30, 2025 and 2024, respectively. The actual effect of these shares, if any, on the diluted earnings per share calculation will vary significantly depending on the fluctuation in the stock price.

Financial Instruments

We account for marketable securities in accordance with ASC 320, “Investments – Debt Securities,” which require that certain debt securities be classified into one of three categories: held-to-maturity, available-for-sale, or trading securities, and depending upon the classification, value the security at amortized cost or fair market value. At September 30, 2025 and December 31, 2024, we have recorded $9.2 million and $8.9 million, respectively, of held-to-maturity U.S. Treasury Bills at amortized cost basis that have a fair market value of $9.2 million and $8.9 million, respectively. Our held-to-maturity U.S. Treasury Bills all have original maturity dates ranging from October 2025 to March 2026.

Our financial instruments are comprised of cash and cash equivalents, short-term investments, accounts receivable, accounts payable and long-term debt. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their short maturities. The carrying value of long-term debt approximates fair value as it carries interest rates that either fluctuate with the secured overnight finance rate (“SOFR”), prime rate or have been reset at the prevailing market rate at September 30, 2025.

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SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

​

Allowance for Credit Losses

A provision for credit losses is recorded based on our judgment of collectability of receivables. Amounts are written off when determined to be fully uncollectible. Delinquent accounts are based on contractual terms. We maintain a specific allowance for estimated losses resulting from the inability of certain customers to make required payments. We also consider factors external to the specific customer, including current conditions and forecasts of economic conditions, including the potential impact of uncertain economic conditions. In the event we recover amounts previously written off, we will reduce the specific allowance for credit loss. Our allowance for credit losses was $1,060,000 and $1,071,000 at September 30, 2025 and December 31, 2024, respectively. The activity in the allowance for credit losses during the nine months ended September 30, 2025 was as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  |  | ​ |  |  | ​ |  | Write Off of |  |  | ​
​ | ​ | Balance | ​ | Charged to | ​ | Uncollectible | ​ | Balance at
​ | ​ | at Beginning | ​ | Costs and | ​ | Accounts, Net of | ​ | End of
Nine Months Ended |  | of Period |  | Expenses |  | Recoveries |  | Period
​ | ​ | (in thousands)
September 30, 2025 | ​ | $ | 1,071 | ​ | $ | 372 | ​ | $ | (383) | ​ | $ | 1,060

​

Income Taxes

Our effective tax rate differs from the federal statutory rate as a result of the inclusion of state taxes in the income tax amount and permanent differences related to executive compensation. We have historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period.

Segments

We serve twenty-eight radio markets (reporting units) that aggregate into one operating segment (Radio), which also qualifies as a reportable segment. We operate under one reportable business segment for which segment disclosure is consistent with the management decision-making process that determines the allocation of resources and the measuring of performance. The Company’s Chief Executive Officer is our Chief Operating Decision Maker (“CODM”) and evaluates the results of the radio operating segment and makes operating and capital investment decisions based at the Company level. Furthermore, technological enhancements and system integration decisions are reached at the Company level and applied to all markets rather than to specific or individual markets to ensure that each market has the same tools and opportunities as every other market. Managers at the market level do not report to the CODM and instead report to other senior management, who are responsible for the operational oversight of radio markets and for communication of results to the CODM. The CODM is regularly provided with financial information consistent with the Condensed Consolidated Statement of Income presented within. Specifically, the CODM utilizes consolidated operating income as profitability measures for purposes of making operating decisions and assessing financial performance. Further, the CODM reviews and utilizes station operating expense and corporate general and administrative expenses at the consolidated level to manage the Company’s operations. Other segment items included in the consolidated net income are interest expense, interest income, other (income) expenses, net and income tax (benefit) expense, which are reflected in the Condensed Consolidated Statement of Income. We continually review our operating segment classification to align with operational changes in our business and may make changes as necessary.

​

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SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

​

Significant departmental expenses included in station operating expenses for the three and nine months ended September 30, 2025 and 2024 are as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended September 30, | ​ | Nine Months Ended September 30,
​ | ​ | 2025 |  | 2024 | ​ | 2025 |  | 2024
​ | ​ | (In thousands) | ​ | (In thousands)
Programming and Technical | ​ | $ | 9,338 |  | $ | 7,528 | ​ | $ | 23,877 |  | $ | 22,247
Station General and Administrative | ​ |  | 6,847 | ​ |  | 6,801 | ​ |  | 20,615 | ​ |  | 21,055
Selling | ​ |  | 5,614 | ​ |  | 5,827 | ​ |  | 16,488 | ​ |  | 17,354
Interactive | ​ | ​ | 1,991 | ​ | ​ | 1,625 | ​ | ​ | 5,462 | ​ | ​ | 5,099
Other (1) | ​ |  | 884 | ​ |  | 928 | ​ |  | 2,421 | ​ |  | 2,718
Station Operating Expense | ​ | $ | 24,674 | ​ | $ | 22,709 | ​ | $ | 68,863 | ​ | $ | 68,473
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(1) Other includes production and news departments, advertising and promotional expense.

​

Time Brokerage Agreements/Local Marketing Agreements

We have entered into Time Brokerage Agreements (“TBAs”) or Local Marketing Agreements (“LMAs”) in certain markets. In a typical TBA/LMA, the FCC licensee of a station makes available, for a fee, blocks of air time on its station to another party that supplies programming to be broadcast during that air time and sells their own commercial advertising announcements during the time periods specified. Revenue and expenses related to TBAs/LMAs are included in the accompanying unaudited Condensed Consolidated Statements of Income. Assets and liabilities related to the TBAs/LMAs are included in the accompanying unaudited Condensed Consolidated Balance Sheets.

​

Assets Held for Sale

​

Long-lived assets to be sold are classified as held for sale in the period in which they meet all the criteria for the disposal of long-lived assets. Upon classification as held for sale, non-current assets or disposal groups are measured at the lower of their carrying amount and fair value less costs to sell. Depreciation or amortization on such assets ceases from the date of classification. During the third quarter of 2025, based on our preliminary evaluation of the accounting for the following transaction as a probable qualified sale, the Company met the criteria related to certain tower assets and in the fourth quarter of 2025, the Company sold those tower sites, as described in Footnote 16, Subsequent Events. As of September 30, 2025, assets held for sale were $4.4 million and liabilities held for sale were $840,000. Assets held for sale consist primarily of property, plant and equipment, net of $3.4 million and right of use assets of $900,000, and other assets of $71,000. Liabilities held for sale consist primarily of lease liabilities. There were no assets held for sale or liabilities held for sale as of December 31, 2024.

​

Reclassifications

Certain prior period amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported net income (loss), total assets, cash flows or shareholder’s equity.

​

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SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

​

​

2. Recent Accounting Pronouncements

New Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires expanded disclosure of our income rate reconciliation and income taxes paid. ASU 2023-09 is effective for us for annual periods beginning after January 1, 2025. We are currently evaluating the impact ASU 2023-09 will have on our financial statement disclosures.

​

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (DISE)” (“ASU 2024-03”), which requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses on an annual and interim basis. In January 2025, the FASB issued ASU 2025-01 clarifying the effective date for ASU 2024-03. ASU 2024-03 is effective for us for annual periods beginning January 1, 2027 and interim periods beginning after January 1, 2028. We are currently evaluating the impact ASU 2024-03 will have on our financial statement disclosures.

​

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”) to simplify the estimation of credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. ASU 2025-05 is effective for us for annual periods beginning January 1, 2026 and interim periods within that year. We are currently evaluating the impact of ASU 2025-05 will have on our financial statement disclosures.

​

​

3. Revenue

Nature of goods and services

The following is a description of principal activities from which we generate our revenue:

Broadcast Advertising Revenue

Our primary source of revenue is from the sale of advertising for broadcast on our stations. We recognize revenue from the sale of advertising as performance obligations are satisfied upon airing of the advertising; therefore, revenue is recognized at a point in time when each advertising spot is transmitted. Agency commissions are calculated based on a stated percentage applied to gross billing revenue for our advertising inventory placed by an agency and are reported as a reduction of advertising revenue.

Interactive Advertising Revenue

We recognize revenue from our digital initiatives across multiple platforms such as targeted digital advertising, search engine management, search engine optimization, online promotions, advertising on our online news sites, websites and digital audio streams, mobile messaging, email marketing and other e-commerce. Revenue is recorded when each specific performance obligation in the digital advertising campaign takes place, typically within a one month period. Digital audio stream revenue is recognized when the commercial spots have streamed. Third-party products such as targeted display advertising are recognized over time as digital items are used for advertising content and impression targets are met each month. The Company assesses each digital order to determine if the Company is operating as the principal or an agent. The Company currently operates as the principal for interactive revenue.

Other Revenue

Other revenue includes revenue from concerts, promotional events, tower rent and other miscellaneous items. Revenue is generally recognized when the event is completed, as the promotional events are completed or as each performance obligation is satisfied.

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SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

​

Disaggregation of Revenue

Revenues from contracts with customers comprised the following for three and nine months ended September 30, 2025 and 2024:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended |  | Nine Months Ended |
​ | ​ | September 30, |  | September 30, |
​ |  | 2025 |  | 2024 |  | 2025 |  | 2024 |
​ | ​ | (in thousands) |  | (in thousands) |
Types of Revenue | ​ | ​ | ​ | ​ | ​ | ​ |  | ​ | ​ | ​ | ​ | ​ |
Broadcast Advertising Revenue, net | ​ | $ | 20,864 | ​ | $ | 22,516 | ​ | $ | 61,344 | ​ | $ | 66,165 | ​
Digital Advertising Revenue | ​ |  | 4,553 | ​ |  | 3,434 | ​ |  | 12,606 | ​ |  | 10,767 | ​
Other Revenue | ​ |  | 2,749 | ​ |  | 2,744 | ​ |  | 6,657 | ​ |  | 6,772 | ​
Net Revenue | ​ | $ | 28,166 | ​ | $ | 28,694 | ​ | $ | 80,607 | ​ | $ | 83,704 | ​

​

Contract Liabilities

Payments from our advertisers are generally due within 30 days although certain advertisers are required to pay in advance. When an advertiser pays for the services in advance of the performance obligations these prepayments are recorded as contract liabilities. Typical contract liabilities relate to prepayments for advertising spots not yet run; prepayments from sponsors for events that have not yet been held; and gift cards sold on our websites used to finance a broadcast advertising campaign. Generally, all contract liabilities are expected to be recognized within one year and are included in accounts payable in the Company’s Condensed Consolidated Financial Statements and are immaterial.

Transaction Price Allocated to the Remaining Performance Obligations

As the majority of our sales contracts are one year or less, we have utilized the optional exemption under ASC 606-10-50-14 and will not disclose information about the remaining performance obligations for sales contracts which have original expected durations of one year or less.

​

4. Broadcast Licenses, Goodwill and Other Intangible Assets

We evaluate our FCC licenses for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. We operate our broadcast licenses in each market as a single asset and determine the fair value by relying on a discounted cash flow approach assuming a start-up scenario in which the only assets held by an investor are broadcast licenses. The fair value calculation contains assumptions incorporating variables that are based on past experiences and judgments about future operating performance using industry normalized information for an average station within a market. These variables include, but are not limited to: (1) the forecasted growth rate of each radio market, including population, household income, retail sales and other expenditures that would influence advertising expenditures; (2) the estimated available advertising revenue within the market and the related market share and profit margin of an average station within a market; (3) estimated capital start-up costs and losses incurred during the early years; (4) risk-adjusted discount rate; (5) the likely media competition within the market area; and (6) terminal values. If the carrying amount of FCC licenses is greater than their estimated fair value in a given market, the carrying amount of FCC licenses in that market is reduced to its estimated fair value.

​

We also evaluate goodwill for impairment annually, or more frequently if certain circumstances are present. The income approach is used and it is based upon a discounted cash flow analysis incorporating significant assumptions such as projected revenues including a projected long-term growth rate, projected operating margins, projected general and administrative expenses and a discount rate appropriate for the industry. We have one reporting unit for goodwill impairment testing purposes. If the fair value of our reporting unit is less than the carrying amount, the Company will recognize an impairment charge for the amount by which the carrying amount exceeds our reporting unit’s fair value. The loss recognized will not exceed the total amount of goodwill allocated to our reporting unit.

​

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We evaluate amortizable intangible assets for recoverability when circumstances indicate impairment may have occurred, using an undiscounted cash flow methodology. If the future undiscounted cash flows for the intangible asset are less than net book value, then the net book value is reduced to the estimated fair value. Amortizable intangible assets are included in other intangibles, deferred costs and investments in the consolidated balance sheets.

​

The Company considered the current and expected future economic and market conditions, and other potential indicators of impairment and determined a triggering event had not occurred which would necessitate any interim impairment tests during the nine months ended September 30, 2025. We will continue to monitor changes in economic and market conditions, and if any event or circumstances indicate a triggering event has occurred, we will perform an interim impairment test of our intangible assets at the appropriate time.

​

If actual market conditions are less favorable than those estimated by us or if events occur or circumstances change that would reduce the fair value of our broadcast licenses below the carrying value, we may be required to recognize impairment charges in future periods. Such a charge could have a material effect on our consolidated financial statements.

​

Intangible assets that have finite lives are amortized over their useful lives using the straight-line method. Favorable lease agreements are amortized over the lives of the leases ranging from five to twenty-six years. Other intangibles are amortized over one to fifteen years. Customer relationships are amortized over three years.

​

5. Common Stock and Treasury Stock

As previously disclosed, the passing of our founder and former Chairman, President and CEO Edward K. Christian, and the resultant transfer of his Class B shares into an estate planning trust resulted in an automatic conversion of each Class B share he held into one fully paid and non-assessable Class A share. We no longer have any shares of Class B Common Stock issued or outstanding, nor will there be any issued in the future.

Dividends. Shareholders are entitled to receive such dividends as may be declared by our Board of Directors out of funds legally available for such purpose. However, no dividend may be declared or paid in cash or property on any share of any class of Common Stock unless simultaneously the same dividend is declared or paid on each share of the other class of Common Stock. In the case of any stock dividend, holders of Class A Common Stock are entitled to receive the same percentage dividend (payable in shares of Class A Common Stock) as the holders of Class B Common Stock receive (payable in shares of Class B Common Stock).

Voting Rights. Holders of shares of Common Stock vote as a single class on all matters submitted to a vote of the shareholders, with each share of Class A Common Stock entitled to one vote. Prior to Mr. Christian’s passing, each share of Class B Common Stock was entitled to ten votes, except (i) in the election for directors, (ii) with respect to any “going private” transaction between the Company and the principal shareholder, and (iii) as otherwise provided by law.

Prior to Mr. Christian’s passing, in the election of directors, the holders of Class A Common Stock, voting as a separate class, were entitled to elect twenty-five percent, or two, of our directors. The holders of the Common Stock, voting as a single class with each share of Class A Common Stock entitled to one vote and each share of Class B Common Stock entitled to ten votes, were entitled to elect the remaining directors. The Board of Directors consisted of eight members at September 30, 2025. Currently, our Board of Directors consists of eight members. Holders of Common Stock are not entitled to cumulative voting in the election of directors.

The holders of the Common Stock vote as a single class with respect to any proposed “going private” transaction with the principal stockholder or an affiliate of the principal stockholder, with each share of each class of Common Stock entitled to one vote per share.

Under Florida law, the affirmative vote of the holders of a majority of the outstanding shares of any class of Common Stock is required to approve, among other things, a change in the designations, preferences and limitations of the shares of such class of Common Stock.

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Liquidation Rights. Upon our liquidation, dissolution, or winding-up, the holders of Class A Common Stock are entitled to share ratably in accordance with the number of shares held in all assets available for distribution after payment in full of creditors.

The following summarizes information relating to the number of shares of our Common Stock issued in connection with stock transactions through September 30, 2025:

​

​ | ​ | ​ | ​ | ​
​ | ​ | Common Stock Issued
​ |  | Class A |  | Class B
​ | ​ | (Shares in thousands)
Balance, January 1, 2024 | ​ | 8,007 | ​ | —
Issuance of restricted stock |  | 177 |  | —
Forfeiture of restricted stock |  | (1) |  | —
Balance, December 31, 2024 |  | 8,183 |  | —
Forfeiture of restricted stock | ​ | (2) | ​ | —
Balance, September 30, 2025 |  | 8,181 |  | —

​

We have a Stock Buy-Back Program (the “Buy-Back Program”) to allow us to purchase up to $75.8 million of our Class A Common Stock. As of September 30, 2025, we have remaining authorization of $17.7 million for future repurchases of our Class A Common Stock. On September 14, 2017, the Board of Directors authorized the repurchase of our Class A Common Stock under our trading plan adopted pursuant to Securities and Exchange Commission Rule 10b5-1. The Rule 10b5-1 repurchase plan allows us to repurchase our shares during periods when we would normally not be active in the market due to our internal trading blackout periods. Under the plan, we may repurchase our Class A Common Stock in any combination of open market, block transactions and privately negotiated transactions subject to market conditions, legal requirements including applicable Security and Exchange Commission regulations (which include certain price, market, volume and timing constraints), specific repurchase instructions and other corporate considerations. Purchases under the plan are funded by cash on our balance sheet. The plan does not obligate us to acquire any particular amount of Class A Common Stock. Our original purchase authorization was effective until September 1, 2018 and has been extended several times, with the most recent authorization instructions extension being through May 28, 2020. We halted the directions for any additional buybacks under our plan in 2020. We continue to monitor economic conditions to determine if and when it makes sense to make additional buybacks under our plan. During the three and nine months ended September 30, 2025 and 2024, no shares were repurchased under the Buy-Back Program. As part of our overall capital allocation plan for fiscal year 2025, we intend to use a portion of the proceeds from the sale of non-core assets to fund stock buybacks under the Buy-Back Program, which may include open market purchases, block trades or other forms of buybacks.

​

6. Leases

We lease certain land, buildings and equipment for use in our operations. We recognize lease expense for these leases on a straight-line basis over the lease term and combine lease and non-lease components for all leases. Right-of-use (“ROU”) assets and lease liabilities are recorded on the balance sheet for all leases with an expected term of at least one year. Some leases include one or more options to renew. The exercise of lease renewal options is generally at our discretion. The depreciable lives of ROU assets are limited to the expected lease term. Our lease agreements do not contain any residual value guarantees or material restrictive covenants. As of September 30, 2025, we do not have any non-cancellable operating lease commitments that have not yet commenced.

ROU assets are classified within other intangibles, deferred costs and investments, net on the condensed consolidated balance sheet while current lease liabilities are classified within other accrued expenses and long-term lease liabilities are classified within other liabilities. Leases with an initial term of 12 months or less are not recorded on the balance sheet. ROU assets were $5.0 million and $6.9 million at September 30, 2025 and December 31, 2024 respectively. Lease liabilities were $5.3 million and $7.3 million at September 30, 2025 and December 31, 2024, respectively. During the nine months ended September 30, 2025, we recorded additional ROU assets under operating

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leases of $35,000. Payments on lease liabilities during the three and nine months ended September 30, 2025 and 2024 totaled $484,000, $1,448,000, $483,000, and $1,456,000, respectively.

Lease expense includes cost for leases with terms in excess of one year. For the three and nine months ended September 30, 2025 and 2024, our total lease expense was $48,000, $1,369,000, $483,000 and $1,432,000, respectively. Short-term lease costs are de minimis in nature.

We have no financing leases and minimum annual rental commitments under non-cancellable operating leases consisted of the following at September 30, 2025 (in thousands):

​

​ | ​ | ​ | ​
Years Ending December 31, |  | ​ | ​
2025 (a) |  | $ | 411
2026 | ​ |  | 1,586
2027 | ​ |  | 1,434
2028 | ​ |  | 1,049
2029 | ​ |  | 626
Thereafter | ​ |  | 1,059
Total lease payments (b) | ​ |  | 6,165
Less: Interest (c) | ​ |  | 874
Present value of lease liabilities (d) | ​ | $ | 5,291

​

(a) | Remaining payments are for the three-months ending December 31, 2025.

(b) | Lease payments include options to extend lease terms that are reasonably certain of being exercised. There were no legally binding minimum lease payments for leases signed but not yet commenced at September 30, 2025.

(c) | Our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our discount rate for such leases to determine the present value of lease payments at the lease commencement date.

(d) | The weighted average remaining lease term and weighted average discount rate used in calculating our lease liabilities were 5.0 years and 5.98%, respectively, at September 30, 2025.

​

​

​

​

​

​

7. Acquisitions and Dispositions

The consolidated statements of income include the operating results of the acquired stations from their respective dates of acquisition. All acquisitions were accounted for as purchases and, accordingly, the total purchase consideration was allocated to the acquired assets and assumed liabilities based on their estimated fair values as of the acquisition dates. The excess of the consideration paid over the estimated fair value of net assets acquired have been recorded as goodwill. The Company accounts for acquisitions under the provisions of FASB ASC Topic 805, Business Combinations.

Management assigned fair values to the acquired property and equipment through a combination of cost and market approaches based upon each specific asset’s replacement cost, with a provision for depreciation, and to the acquired intangibles, primarily an FCC license, based on the Greenfield valuation methodology, a discounted cash flow approach.

​2025 Dispositions

​

On February 18, 2025, we submitted a request to the FCC to cancel our FCC license for WVAX-AM located in our Charlottesville, Virginia market. We recorded a $19,000 loss on the disposal in our other operating (income) expense, net line item on our Condensed Consolidated Statement of Operations.

​

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​

2024 Acquisitions and Dispositions

​

On February 13, 2024, we entered into an agreement to purchase the assets of WKOA (FM), WKHY (FM), WASK (FM), WXXB (FM), WASK (AM) and W269DJ from Neuhoff Communications, Inc. serving the Greater Lafayette, Indiana radio market for $5.3 million, subject to certain purchase price adjustments. The Company closed on this transaction on May 31, 2024, using funds from operations and borrowings under our credit agreement, of $5,832,000, which included the purchase price of $5,300,000, the purchase of $499,000 in accounts receivable and transactional costs of approximately $121,000 offset by $88,000 in certain closing adjustments. Management attributes the goodwill recognized in the acquisition to the power of the existing brands in Lafayette, Indiana as well as synergies and growth opportunities expected through the combination with the Company’s existing stations. The $76,000 allocated to goodwill is deductible for tax purposes. The fair value of the property and equipment was estimated using cost and market approaches. The fair value of the FCC license was estimated using the discounted cash flow method. Goodwill was equal to the amount the purchase price exceeded the values allocated to the tangible and identifiable intangible assets. The Company finalized the fair value of the FCC license and goodwill during the fourth quarter of 2024 from the initial estimated after final determination of key assumptions used in the discounted cash flow analysis. The key assumptions used in the discounted cash flow analysis for the fair value of the FCC license were as follows:

​

​ ​ ​ | ​ | ​ | ​
Discount rate |  | 9.5 | %
Operating profit margin ranges |  | 27.5 | %
Market long-term revenue growth rates |  | 0.5 | %

​

On May 31, 2024, we closed on an agreement to sell WNDN-FM located in our Ocala-Gainesville, Florida market to Suncoast Radio, Inc. for $150,000. We recorded a $20,000 loss on the sale in our other operating (income) expense, net line on our Condensed Consolidated Statement of Operations.

On March 29, 2024, we closed on an agreement to sell WYSE-AM, W275CP translator and W248CM translator located in our Asheville, North Carolina market to EZ Radio LLC for $10,000. We recorded a $147,000 loss on the sale in our other operating (income) expense, net line item on our Condensed Consolidated Statement of Operations.

On March 22, 2024, we submitted a request to the FCC to cancel our FCC license for KBAI-AM located in our Bellingham, Washington market. We recorded a $800,000 loss on the disposal in our other operating (income) expense, net line item on our Condensed Consolidated Statement of Operations.

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Condensed Consolidated Balance Sheet of 2025 and 2024 Acquisitions:

The following unaudited condensed balance sheets represent the estimated fair value assigned to the related assets and liabilities of the 2025 and 2024 acquisitions. The allocation of the purchase price for the 2024 acquisition was final at December 31, 2024.

Saga Communications, Inc.

Condensed Consolidated Balance Sheet of 2025 and 2024 Acquisitions

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Acquisitions in
​ |  | 2025 |  | 2024
​ | ​ | (In thousands)
Assets Acquired: | ​ | ​ | ​ | ​ | ​ | ​
Current assets | ​ | $ | — |  | $ | 534
Property and equipment | ​ | ​ | — |  | ​ | 2,035
Other assets: | ​ | ​ | ​ | ​ | ​ | ​
Broadcast licenses | ​ |  | — |  | ​ | 2,150
Goodwill | ​ |  | — |  | ​ | 76
Other intangibles, deferred costs and investments | ​ |  | — |  | ​ | 1,044
Total other assets | ​ |  | — |  | ​ | 3,270
Total assets acquired | ​ |  | — |  | ​ | 5,839
Liabilities Assumed: | ​ | ​ | ​ | ​ | ​ | ​
Current liabilities | ​ |  | — |  | ​ | 128
Total liabilities assumed | ​ |  | — |  | ​ | 128
Net assets acquired | ​ | $ | — | ​ | $ | 5,711

​

​

​

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Pro Forma Results of Operations for Acquisitions (Unaudited)

​

The following unaudited results of our operations for the three and nine months ended September 30, 2025 are actual results and the unaudited proforma results of operations for the three and nine months ended September 30, 2024 assume the 2024 acquisitions occurred as of January 1, 2024. The pro forma results give effect to certain adjustments, including depreciation, amortization of intangible assets, increased interest expense on acquisition debt and related income tax effects. The pro forma results have been prepared for comparative purposes only and do not purport to indicate the results of operations that would actually have occurred had the combinations been in effect on the dates indicated or which may occur in the future.

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | ​ | Nine Months Ended
​ | ​ | September 30, |  | ​ | September 30,
​ |  | 2025 |  | 2024 |  | ​ | 2025 |  | 2024
​ | ​ | (In thousands, except per share data) | ​ | ​ | (In thousands, except per share data)
Pro forma Consolidated Results of Operations | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net operating revenue | ​ | $ | 28,166 | ​ | $ | 28,694 | ​ | ​ | $ | 80,607 | ​ | $ | 84,872
Station operating expense | ​ |  | 24,674 | ​ |  | 22,709 | ​ | ​ |  | 68,863 | ​ |  | 69,388
Corporate general and administrative | ​ |  | 2,820 | ​ |  | 2,900 | ​ | ​ |  | 9,061 | ​ |  | 8,987
Depreciation and amortization | ​ |  | 1,307 | ​ |  | 1,391 | ​ | ​ | ​ | 3,900 | ​ |  | 4,076
Other operating (income) expense, net | ​ |  | (9) | ​ |  | 49 | ​ | ​ |  | 298 | ​ |  | 1,026
Operating (loss) income | ​ |  | (626) | ​ |  | 1,645 | ​ | ​ |  | (1,515) | ​ |  | 1,395
Interest expense | ​ |  | 108 | ​ |  | 121 | ​ | ​ |  | 322 | ​ |  | 366
Interest income | ​ |  | (216) | ​ |  | (255) | ​ | ​ |  | (648) | ​ |  | (809)
Other income | ​ |  | (81) | ​ |  | (78) | ​ | ​ |  | (105) | ​ |  | (1,211)
(Loss) income before income tax expense | ​ |  | (437) | ​ |  | 1,857 | ​ | ​ |  | (1,084) | ​ |  | 3,049
Income tax (benefit) expense | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Current | ​ | ​ | 290 | ​ | ​ | 415 | ​ | ​ | ​ | 130 | ​ | ​ | 690
Deferred | ​ |  | (195) | ​ |  | 175 | ​ | ​ |  | (235) | ​ |  | 246
​ | ​ | ​ | 95 | ​ | ​ | 590 | ​ | ​ | ​ | (105) | ​ | ​ | 936
Net (loss) income | ​ | $ | (532) | ​ | $ | 1,267 | ​ | ​ | $ | (979) | ​ | $ | 2,113
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(Loss) income per share: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Basic | ​ | $ | (0.08) | ​ | $ | 0.20 | ​ | ​ | $ | (0.15) | ​ | $ | 0.34
Diluted | ​ | $ | (0.08) | ​ | $ | 0.20 | ​ | ​ | $ | (0.15) | ​ | $ | 0.34

​

​

8. Income taxes

Income tax expense of $95,000 was recorded for the three months ended September 30, 2025 compared to $590,000 for the three months ended September 30, 2024. The effective tax rate was approximately 21.7% for the three months ended September 30, 2025 compared to 31.8% for the three months ended September 30, 2024. An income tax benefit of $105,000 was recorded for the nine months ended September 30, 2025 compared to income tax expense of $965,000 for the nine months ended September 30, 2024. The effective tax rate was approximately 9.7% for the nine months ended September 30, 2025 compared to 30.6% for the nine months ended September 30, 2024. The change in the effective tax rate was attributable to the effect of state income tax expense. Income tax provisions for interim (quarterly) periods are based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period.

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On July 4, 2025, new tax law was signed, providing permanent extension for several business tax provisions originally enacted under the Tax Law and Jobs Act. The Company does not anticipate the change in tax law to have a material impact on its financial statements. The Company will continue to monitor federal and state-level guidance, including state conformity to these federal tax changes, as further legislative and administrative updates become available.

​

9. Stock-Based Compensation

2005 Incentive Compensation Plan

On May 13, 2019 our shareholders approved an amendment to the Second Amended and Restated Saga Communications, Inc. 2005 Incentive Compensation Plan (as amended, the “Second Restated 2005 Plan”). This plan was first approved in 2005, and subsequently re-approved in 2010 and 2013. The amendment to the Second Restated 2005 Plan (i) extended the date for making awards to September 6, 2023 and (ii) increased the number of authorized shares under the plan by 90,000 shares of Class B Common Stock. The Second Restated 2005 Plan allowed for the granting of restricted stock, restricted stock units, incentive stock options, nonqualified stock options, and performance awards to eligible employees and non-employee directors.

The number of shares of Common Stock that was allowed to be issued under the Second Restated 2005 Plan was not to exceed 370,000 shares of Class B Common Stock, or 990,000 shares of Class A Common Stock of which up to 620,000 shares of Class A Common Stock were to be issued pursuant to incentive stock options and 370,000 shares of Class A Common Stock were to be issued upon conversion of Class B Common Stock. Awards denominated in Class A Common Stock were to be granted to any employee or director under the Second Restated 2005 Plan. Upon the passing of Mr. Christian, we no longer have any holders of Class B Common Stock, as those awards denominated in Class B Common Stock were only able to be granted to Mr. Christian. Stock options granted under the Second Restated 2005 Plan were to be for terms not exceeding ten (10) years from the date of grant and could not be exercised at a price which was less than 100% of the fair market value of shares at the date of grant.

2023 Incentive Compensation Plan

On May 8, 2023 our shareholders approved the 2023 Incentive Compensation Plan (the “2023 Plan”). The 2023 Plan replaces the Second Restated 2005 Plan. The Board of Directors does not intend to make any further awards under the Second Restated 2005 Plan. However, each outstanding award under the Second Restated 2005 Plan will remain outstanding under the Second Restated 2005 Plan and will continue to be governed under its terms and any applicable award agreement. The 2023 Plan allows for the granting of restricted stock, restricted stock units, incentive stock options, nonqualified stock options, and performance awards, including cash to eligible employees and non-employee directors of the Company and its subsidiaries. The number of shares of Common Stock that may be issued under the 2023 Plan may not exceed 600,000 shares of Class A Common Stock.

Stock-Based Compensation

All stock options granted were fully vested and expensed at December 31, 2012; therefore, there was no compensation expense related to stock options for the three and nine months ended September 30, 2025 and 2024, respectively.

There were no stock options granted during 2025 or 2024 and there were no stock options outstanding as of September 30, 2025. All outstanding stock options were exercised in 2017.

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The following summarizes the restricted stock transactions for the nine months ended September 30, 2025:

​

​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted
​ | ​ | ​ | ​ | Average
​ | ​ | ​ | ​ | Grant Date
​ | ​ | ​ | ​ | Fair
​ |  | Shares |  | Value
Outstanding at January 1, 2025 | ​ | 284,802 | ​ | $ | 15.64
Vested | ​ | 6,579 | ​ | ​ | 15.08
Forfeited | ​ | 1,992 | ​ | ​ | 16.07
Non-vested and outstanding at September 30, 2025 |  | 276,231 |  | $ | 15.65

​

For the three and nine months ended September 30, 2025 and 2024, we had $518,000, $1,648,000, $474,000 and $1,447,000, respectively, of total compensation expense related to restricted stock-based compensation arrangements. This expense is included in corporate general and administrative expenses in our results of operations. The associated tax benefit recognized for the three and nine months ended September 30, 2025 and 2024 was $136,000, $433,000, $125,000 and $381,000, respectively.

​

10. Long-Term Debt

Long-term debt consisted of the following:

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, | ​ | December 31,
​ |  | 2025 |  | 2024
​ | ​ | (In thousands)
Revolving credit facility | ​ | $ | 5,000 | ​ | $ | 5,000
Amounts payable within one year | ​ |  | — | ​ |  | —
​ | ​ | $ | 5,000 | ​ | $ | 5,000

​

On December 19, 2022, we entered into the Third Amendment (the “Third Amendment”) to our Credit Facility, (“Credit Facility”), which extended the maturity date to December 19, 2027, reduced the lenders to JPMorgan Chase Bank, N.A., and the Huntington National Bank (the “Lenders”), established an interest rate equal to the secured overnight financing rate (“SOFR”) as administered by the SOFR Administrator (currently established as the Federal Reserve Bank of New York) as the interest base and increased the basis points.

We have pledged substantially all of our assets (excluding our FCC licenses and certain other assets) in support of the Credit Facility and each of our subsidiaries has guaranteed the Credit Facility and has pledged substantially all of their assets (excluding their FCC licenses and certain other assets) in support of the Credit Facility.

Approximately $266,000 of debt issuance costs related to the Credit Facility were capitalized and are being amortized over the life of the Credit Facility. These debt issuance costs are included in other assets, net in the consolidated balance sheets. As a result of the Second Amendment to our Credit Facility (the “Second Amendment”), the Company incurred an additional $120,000 of transaction fees related to the Credit Facility that were capitalized. As a result of the Third Amendment, the Company incurred an additional $161,000 of transaction fees related to the Credit Facility that were capitalized. The cumulative transaction fees are being amortized over the remaining life of the Credit Facility.

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Interest rates under the Credit Facility are payable, at our option, at alternatives equal to SOFR (4.24% at September 30, 2025), plus 1% to 2% or the base rate plus 0% to 1%. The spread over SOFR and the base rate vary from time to time, depending upon our financial leverage. Letters of credit issued under the Credit Facility will be subject to a participation fee (which is equal to the interest rate applicable to Eurocurrency Loans, as defined in the Credit Agreement) payable to each of the Lenders and a fronting fee equal to 0.25% per annum payable to the issuing bank. Under the Third Amendment, we now pay quarterly commitment fees of 0.25% per annum on the unused portion of the Credit Facility. We previously paid quarterly commitment fees of 0.2% to 0.3% per annum on the unused portion of the Credit Facility.

The Credit Facility contains a number of financial covenants (all of which we were in compliance with at September 30, 2025) which, among other things, require us to maintain specified financial ratios and impose certain limitations on us with respect to investments, additional indebtedness, dividends, distributions, guarantees, liens and encumbrances.

We have approximately $45 million of unused borrowing capacity under the Credit Facility at September 30, 2025 and December 31, 2024.

​

​

11. Litigation

From time to time, the Company may be involved in various legal proceedings that are incidental to the Company’s business. In management’s opinion, the Company is not a party to any current legal proceedings that are material to its financial condition, either individually or in the aggregate.

​

12. Dividends

During the nine months ended September 30, 2025, the Company’s Board of Directors have declared three quarterly cash dividends on its Class A Common Stock. These dividends totaling $0.75 per share and approximately $4.8 million were paid as of September 30, 2025.

During the nine months ended September 30, 2024, the Company’s Board of Directors declared three quarterly cash dividends and a variable dividend on its Class A Common Stock. These dividends totaling $1.35 per share and approximately $8.5 million were paid or accrued during 2024. Additionally, $12.5 million was paid in 2024, relating to the special dividend declared in December 2023.

The Company currently intends to declare regular quarterly cash dividends as well as variable dividends in accordance with the terms of its variable dividend policy. The Company may also declare special dividends and implementation of stock buybacks in future periods. The declaration and payment of any future dividend, whether fixed, special, or based on the variable policy, or the implementation of any stock buyback program will remain at the full discretion of the Board and will depend on the Company’s financial results, cash requirements, future expectations, and other pertinent factors.

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​

13. Other Income and Loss

During the nine months ended September 30, 2025, we had weather-related damages in Illinois, Ohio and South Carolina and damage to a vehicle in Virginia. The Company’s insurance policy provides coverage for repairs and replacements. As a part of the insurance settlement, the Company received cash proceeds of $105,000, resulting in a gain of $105,000, which is recorded in other (income) expense, net, in the Company’s Condensed Consolidated Statement of Operations.

During the nine months ended September 30, 2024, we had weather-related damages to properties in Ohio and Florida. The Company’s insurance policy provides coverage for repairs and replacements. As a part of the insurance settlement during the third quarter of 2024, the Company received cash proceeds of $78,000, resulting in a gain of $78,000, which is recorded in other (income) expense, net, in the Company’s Condensed Consolidated Statement of Operations.

During the second quarter of 2024, the Company received $1,133,000 related to the sale of an investment in Broadcast Music, Inc. (“BMI”) and recorded a gain of $1,133,000. The gain on sale of investment is recorded in other (income) expense, net in the Company’s Condensed Consolidated Statement of Operations.

​

14. Commitments and Contingencies

As previously disclosed, Mr. Christian passed away on August 19, 2022. As a result of his passing the Company was required to make several payments to his estate as outlined in his employment agreement, as described in our annual report on Form 10-K for the year ended December 31, 2022. In accordance with ASC 712-10-25, Nonretirement Postemployment Benefits, we accrued all necessary expenses as of September 30, 2022. Under the agreement, the Company is responsible to pay the estate’s income tax obligation relating to the payout of the life insurance policy and as such, recorded $480,000 in the fourth quarter of 2024 when the transfer of the policy occurred. The payment was made to the estate on July 31, 2025.

As previously disclosed, the Radio Music Licensing Committee (“RMLC”), of which we are a represented participant, entered into Interim License Agreements with both the American Society of Composers, Authors and Publishers (“ASCAP”) and the Broadcast Music, Inc. (“BMI”) that were effective January 1, 2022 and remained in effect until the date on which the parties reach agreement as to, or there is court determination of, new interim or final fees, terms and conditions of a new license for the five year period commencing on January 1, 2022 and concluding on December 31, 2026. On August 19, 2025, the RMLC announced (as did each of ASCAP and BMI, respectively) that the RMLC had entered into separate settlement agreements with each of ASCAP and BMI to resolve rate-setting proceedings pending in the United States District Court for the Southern District of New York. The settlements established final license fee rates which apply retroactively for the period from January 1, 2022 through September 30, 2025 and on a go forward basis until December 31, 2029. During the third quarter of 2025, the Company recorded an aggregate of approximately $2.1 million related to the ASCAP and BMI retroactive rate adjustments in the station operating expenses in the Company’s Condensed Consolidated Statement of Operations.

​

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15. Related Party Transactions

Change in Control Agreement

On September 29, 2025, Wayne Leland, Senior Vice President/ Chief Operating Officer, entered into a Change in Control Agreement with the Company. A change in control is defined to mean the occurrence of (a) any person or group becoming the beneficial owner, directly or indirectly, of more than 30% of the combined voting power of the Company’s then outstanding securities; (b) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which results in the voting securities of the Company outstanding immediately prior thereto continuing to represent more than 50% of the combined voting securities of the Company or such surviving entity; or (c) the approval of the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of its assets.

If there is a change in control, the Company shall pay a lump sum payment within 45 days thereof of 1.5 times the average of the executive’s last three full calendar years of such executive’s base salary and any annual cash bonus paid. In the event that such payment constitutes a “parachute payment” within the meaning of Section 280G subject to an excise tax imposed by Section 4999 of the Internal Revenue Code, the Company shall pay the executive an additional amount so that the executive will receive the entire amount of the lump sum payment before deduction for federal, state and local income tax and payroll tax. In the event of a change in control (other than the approval of plan of liquidation), the Company or the surviving entity may require as a condition to receipt of payment that the executive continue in employment for a period of up to six months after consummation of the change in control. During such six months, executive will continue to earn his pre-existing salary and benefits. In such case, the executive shall be paid the lump sum payment upon completion of the continued employment. If, however, the executive fails to remain employed during this period of continued employment for any reason other than (a) termination without cause by the Company or the surviving entity, (b) death, (c) disability or (d) breach of the agreement by the Company or the surviving entity, then executive shall not be paid the lump sum payment. In addition, if the executive’s employment is terminated by the Company without cause within six months prior to the consummation of a change in control, then the executive shall be paid the lump sum payment within 45 days of such change in control.

​

16. Subsequent Events

As part of the Company’s overall capital allocation plan, the Company is assessing the potential sale of non-core assets. On October 17, 2025 (the “Closing Date”), 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, GTC and the Subsidiaries. On the Closing Date, the parties closed on the sale of 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 the 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.

​

In connection with entering into the purchase agreement described above, 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 Company is currently working through the accounting implications of the sale of the towers, the lease accounting and the credit amendment, which it will finalize in the fourth quarter of 2025. As of September 30, 2025, assets held for sale were $4.4 million and liabilities held for sale were $840,000. Assets held for sale consist primarily

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of property, plant and equipment, net of $3.4 million and right of use assets of $900,000, and other assets of $71,000. Liabilities held for sale consist primarily of lease liabilities.

​

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Note Regarding Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terms such as “will,” “may,” “believes,” “intends,” “expects,” “anticipates,” “plans,” “projects,” “estimates,” “guidance,” and similar expressions that are intended to identify forward-looking statements that are not historical facts. These statements are made as of the date of this report or as otherwise indicated, based on current expectations. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“Future Factors”) that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. We undertake no obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events (whether anticipated or unanticipated), or otherwise

Future Factors include, among others, adverse changes in interest rates and interest rate relationships; our financial leverage and debt service requirements; dependence on key personnel; dependence on key stations and the advertising revenue they generate; U.S. national and local economic conditions or an economic recession; market volatility; demand for our services; the degree of competition by traditional and non-traditional competitors; our ability to successfully integrate acquired stations; regulatory requirements including royalties we pay; our intention to use a portion of the proceeds from the sale of non-core assets to fund stock buybacks; our expectation for political revenue to decrease in 2025 from 2024 levels as a result of fewer elections; our ability to execute our digital strategy; our intention to focus on the consumer as they Click, Visit, Call and Search as opposed to the product-oriented, low margin, high attrition offerings that many third-party providers deliver; our belief that our “blended advertising” model is easy to understand and buy in conjunction with radio; governmental and regulatory policy changes; changes in tax laws; the impact of technological advances; risks associated with cyber-attacks on our computer systems and those of our vendors; the outcomes of contingencies; trends in audience behavior; damage to our reputation resulting from adverse publicity, regulatory actions, litigation, and operational failures; the failure to meet client or listener expectations and other facts; changes in local real estate values; natural disasters; terrorist attacks; the wars in Ukraine and the Middle East; the effects of widespread outbreak of illness or disease, inflation or deflation; our belief that our cash flow from operations will be sufficient to meet debt service requirements for payments of interest and scheduled payments of principal under our Credit Facility if we borrow in the future; increased energy costs; and risk factors described in our annual report on Form 10-K for the year ended December 31, 2024 or elsewhere in this quarterly report. These are representative of the Future Factors that could cause a difference between an ultimate actual outcome and a forward-looking statement.

Introduction

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes thereto of Saga Communications, Inc. and its subsidiaries contained elsewhere herein and the audited financial statements and Management’s Discussion and Analysis contained in our annual report on Form 10-K for the year ended December 31, 2024. The following discussion is presented on a consolidated basis.

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (GAAP), which require us to make estimates, judgments and assumptions that affect the reported amounts of certain assets, liabilities, revenues, expenses and related disclosures and contingencies. We evaluate estimates used in preparation of our financial statements on a continual basis. There have been no significant changes to our critical accounting policies that are described in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies” in our annual report on Form 10-K for the year ended December 31, 2024.

We use certain financial measures that are not calculated in accordance with generally accepted accounting principles in the United States of America (GAAP) to assess our financial performance. For example, we evaluate the performance of our markets based on “station operating income” (operating income plus corporate general and

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administrative expenses, depreciation and amortization, other operating (income) expenses, and impairment of intangible assets). Station operating income is generally recognized by the broadcasting industry as a measure of performance, is used by analysts who report on the performance of the broadcasting industry and serves as an indicator of the market value of a group of stations. In addition, we use it to evaluate individual stations, market-level performance, overall operations and as a primary measure for incentive-based compensation of executives and other members of management. Station operating income is not necessarily indicative of amounts that may be available to us for debt service requirements, other commitments, reinvestment or other discretionary uses. Station operating income is not a measure of liquidity or of performance in accordance with GAAP, and should be viewed as a supplement to, and not a substitute for our results of operations presented on a GAAP basis.

Financial Condition and Results of Operations

General

We are a media company whose business provides radio, digital, e-commerce, local on-line news and non-traditional revenue initiatives. Saga operates in 28 markets and provides services to national, regional and local advertisers to meet their growing advertising needs.

Radio Stations

Our radio stations’ primary source of revenue is from the sale of advertising for broadcast on our stations. Depending on the format of a particular radio station, there are a predetermined number of advertisements available to be broadcast each hour.

Most advertising contracts are short-term and generally run for a few weeks only. The majority of our revenue is generated from local advertising, which is sold primarily by each radio market’s sales staff. For the nine months ended September 30, 2025 and 2024, approximately 89% and 87%, respectively, of our radio stations’ gross revenue was from local advertising. To generate national advertising sales, we engage independent advertising sales representative firms that specialize in national sales for each of our broadcast markets.

Our revenue varies throughout the year. Advertising expenditures, our primary source of revenue, generally have been lowest during the winter months, which include the first quarter of each year. Furthermore, we expect political revenue in 2025 to decrease from 2024 levels as a result of fewer elections at the national, state and local levels.

Our net operating revenue, station operating expense and operating income varies from market to market based upon each market’s rank or size which is based upon population and the available radio advertising revenue in that particular market.

The broadcasting industry and advertising in general is influenced by the state of the overall economy, including unemployment rates, inflation, energy prices and consumer interest rates. Our stations primarily broadcast in small to midsize markets. Historically, such markets have been more stable than major metropolitan markets during downturns in advertising spending but may not experience increases in such spending as significant as those in major metropolitan markets in periods of economic improvement.

Our financial results are dependent on a number of factors, the most significant of which is our ability to generate advertising revenue through rates charged to advertisers. The rates a station is able to charge along with advertising volume are, in large part, based on a station’s ability to attract audiences in the demographic groups targeted by its advertisers. In a number of our markets, this is measured by periodic reports generated by independent national rating services. In the remainder of our markets it is measured by the results advertisers obtain through the actual running of an advertising schedule. Advertisers measure these results based on increased demand for their goods or services and/or actual revenues generated from such demand. Various factors affect the rates a station can charge, including the general strength of the local and national economies, population growth, ability to provide popular programming, local market competition, target marketing capability of radio compared to other advertising media, and signal strength.

​

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When we acquire and/or begin to operate a station or group of stations we generally increase programming and advertising and promotion expenses to increase our share of our target demographic audience. Our strategy sometimes requires levels of spending commensurate with the revenue levels we plan on achieving in two to five years. During periods of economic downturns, or when the level of advertising spending is flat or down across the industry, this strategy may result in the appearance that our cost of operations is increasing at a faster rate than our growth in revenues, until such time as we achieve our targeted levels of revenue for the acquired station or group of stations.

The number of advertisements that can be broadcast without jeopardizing listening levels (and the resulting ratings) is limited in part by the format of a particular radio station. Our stations strive to maximize revenue by constantly managing the number of commercials available for sale and adjusting prices based upon local market conditions and ratings. While there may be shifts from time to time in the number of advertisements broadcast during a particular time of day, the total number of advertisements broadcast on a particular station generally does not vary significantly from year to year. Any change in our revenue, with the exception of those instances where stations are acquired or sold, is generally the result of inventory sell-out ratios and pricing adjustments, which are made to ensure that the station efficiently utilizes available inventory.

Our radio stations employ a variety of programming formats. We periodically perform market research, including music evaluations, focus groups and strategic vulnerability studies. Because reaching a large and demographically attractive audience is crucial to a station’s financial success, we endeavor to develop strong listener loyalty. Our stations also employ audience promotions to further develop and secure a loyal following. We believe that the diversification of formats on our radio stations helps to insulate us from the effects of changes in musical tastes of the public on any particular format.

The primary operating expenses involved in owning and operating radio stations are employee salaries and related benefits costs, sales commissions, programming expenses, depreciation, and advertising and promotion expenses.

The radio broadcasting industry is subject to rapid technological change, evolving industry standards and the emergence of new media technologies and services. These new technologies and media are gaining advertising share against radio and other traditional media.

We continue to execute Saga’s digital strategy. As previously announced, Saga is pivoting beyond its traditional reliance on broadcast radio toward a “blended advertising” model that integrates radio with search and display to meet advertisers at every stage of the consumer journey. Our intention is to focus on the consumer as they Click, Visit, Call and Search as opposed to the product-oriented, low margin, high attrition offerings that many third-party providers deliver. For the nine months ended September 30, 2025, interactive advertising revenue was $12,606,000 compared with $10,767,000 for the nine months ended September 30, 2024, an increase of $1,839,000 or 17.1%. Saga’s “blended advertising” model focuses on providing our customers with simple digital advertising solutions (Search, Display, among others) that we believe are easy to understand and buy in conjunction with radio. Our approach simplifies the process by pairing the emotional power of radio with the targeting precision of digital, helping advertisers be “wanted, found, and chosen.”

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During the nine months ended September 30, 2025 and 2024 and the twelve months ended December 31, 2024 and 2023, our Charleston, South Carolina; Columbus, Ohio; Des Moines, Iowa; Milwaukee, Wisconsin; and Norfolk, Virginia markets, when combined, represented approximately 35%, 35%, 36% and 37%, respectively, of our consolidated net operating revenue. An adverse change in any of these radio markets or our relative market position in those markets could have a significant impact on our operating results as a whole.

The following table describes the percentage of our consolidated net operating revenue represented by each of these markets:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Percentage of Consolidated | ​ | Percentage of Consolidated |  | ​
​ | ​ | Net Operating Revenue for | ​ | Net Operating Revenue |  | ​
​ | ​ | the Nine Months Ended | ​ | for the Years Ended |  | ​
​ | ​ | September 30, | ​ | December 31, |  | ​
​ |  | 2025 |  | 2024 |  | 2024 |  | 2023 |  |
Market: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
Charleston, South Carolina |  | 6 | % | 6 | % | 6 | % | 6 | % |
Columbus, Ohio |  | 7 | % | 8 | % | 8 | % | 9 | % |
Des Moines, Iowa |  | 5 | % | 5 | % | 5 | % | 5 | % |
Milwaukee, Wisconsin |  | 12 | % | 11 | % | 12 | % | 11 | % |
Norfolk, Virginia |  | 5 | % | 5 | % | 5 | % | 6 | % |

​

During the nine months ended September 30, 2025 and 2024 and the twelve months ended December 31, 2024 and 2023, the radio stations in our five largest markets, when combined, represented approximately 34%, 36%, 37% and 40%, respectively, of our consolidated station operating income. The following table describes the percentage of our consolidated station operating income represented by each of these markets:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Percentage of Consolidated | ​ | Percentage of Consolidated |  | ​
​ | ​ | Station Operating Income (*) | ​ | Station Operating Income(*) |  | ​
​ | ​ | for the Nine Months Ended | ​ | for the Years Ended |  | ​
​ | ​ | September 30, | ​ | December 31, |  | ​
​ |  | 2025 |  | 2024 |  | 2024 |  | 2023 |  |
Market: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Charleston, South Carolina |  | 8 | % | 7 | % | 7 | % | 5 | % | ​
Columbus, Ohio |  | 2 | % | 4 | % | 5 | % | 10 | % | ​
Des Moines, Iowa |  | — | % | 4 | % | 3 | % | 4 | % | ​
Milwaukee, Wisconsin |  | 20 | % | 15 | % | 17 | % | 12 | % | ​
Norfolk, Virginia |  | 4 | % | 6 | % | 5 | % | 9 | % | ​

​

* | Station operating income is operating income adjusted for corporate general and administrative expenses, depreciation and amortization, other operating (income) expenses, and impairment of intangible assets (a non-GAAP measure).

​

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Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Results of Operations

The following table summarizes our results of operations for the three months ended September 30, 2025 and 2024.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | ​ | ​ | ​ | ​ |
​ | ​ | September 30, | ​ | $ Increase | ​ | % Increase |
​ |  | 2025 |  | 2024 |  | (Decrease) |  | (Decrease) |
​ | ​ | (In thousands, except percentages and per share information) |
Net operating revenue | ​ | $ | 28,166 | ​ | $ | 28,694 | ​ | $ | (528) |  | (1.8) | %
Station operating expenses | ​ |  | 24,674 | ​ |  | 22,709 | ​ |  | 1,965 |  | 8.7 | %
Corporate general and administrative | ​ |  | 2,820 | ​ |  | 2,900 | ​ |  | (80) |  | (2.8) | %
Depreciation and amortization | ​ | ​ | 1,307 | ​ |  | 1,391 | ​ |  | (84) |  | (6.0) | %
Other operating (income) expense, net | ​ | ​ | (9) | ​ | ​ | 49 | ​ | ​ | (58) |  | N/M | ​
Operating income | ​ |  | (626) | ​ |  | 1,645 | ​ |  | (2,271) |  | (138.1) | %
Interest expense | ​ |  | 108 | ​ |  | 121 | ​ |  | (13) |  | (10.7) | %
Interest income | ​ |  | (216) | ​ |  | (255) | ​ |  | 39 |  | N/M | ​
Other income | ​ |  | (81) | ​ |  | (78) | ​ |  | (3) |  | N/M | ​
(Loss) income before income tax expense | ​ |  | (437) | ​ |  | 1,857 | ​ |  | (2,294) |  | (123.5) | %
Income tax (benefit) expense | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Current | ​ | ​ | 290 | ​ |  | 415 | ​ |  | (125) |  | (30.1) | %
Deferred | ​ | ​ | (195) | ​ |  | 175 | ​ |  | (370) |  | (211.4) | %
​ | ​ |  | 95 | ​ |  | 590 | ​ |  | (495) |  | (83.9) | %
Net (loss) income | ​ | $ | (532) | ​ | $ | 1,267 | ​ | $ | (1,799) |  | (142.0) | %
Earnings (loss) per share (diluted) | ​ | $ | (0.08) | ​ | $ | 0.20 | ​ | $ | (0.28) |  | (140.0) | %

​

N/M = Not Meaningful

For the three months ended September 30, 2025, consolidated net operating revenue was $28,166,000 compared with $28,694,000 for the three months ended September 30, 2024, a decrease of $528,000 or 1.8%. The decrease in revenue was primarily a result of decreases in gross national revenue of $627,000, gross political revenue of $604,000 and gross local revenue of $599,000, partially offset by an increase in gross interactive revenue of $1,121,000 and a decrease in agency commissions of $185,000, from the third quarter of 2024. The decrease in gross national revenue is primarily due to decreases at our Columbus, Ohio; Manchester, New Hampshire and Ocala, Florida markets partially offset by an increase at our Norfolk, Virginia market. The gross political revenue decreased due to a decrease in the number of national, state and local elections. The decrease in gross local revenues was attributable to decreases at our Des Moines, Iowa; Lafayette, Indiana and Norfolk, Virginia markets partially offset by an increase in our Charleston, South Carolina market. The increase in gross interactive revenue is primarily due to an increase in our SEM, display and streaming advertising revenue. The decrease in agency commissions is due to the decrease in national and local agency revenue.

Station operating expense was $24,674,000 for the three months ended September 30, 2025, compared with $22,709,000 for the three months ended September 30, 2024, an increase of $1,965,000 or 8.7%. The increase is related to increases in music licensing fees and digital service expenses of $2,086,000 and $332,000, respectively, partially offset by decreases in compensation-related expenses, bad debt expenses, and advertising and promotional expenses of $217,000, $106,000 and $93,000, respectively, from the third quarter of 2024. As disclosed in our footnotes, on August 19, 2025, the RMLC announced (as did each of ASCAP and BMI, respectively) that the RMLC had entered into separate settlement agreements with each of ASCAP and BMI to resolve rate-setting proceedings pending in the United States District Court for the Southern District of New York. The settlements established final license fee rates which apply retroactively for the period from January 1, 2022 through September 30, 2025 and on a go forward basis until December 31, 2029. During the third quarter of 2025, the Company recorded an aggregate of approximately $2.1 million related to the ASCAP and BMI retroactive rate adjustments in the station operating expenses in the Company’s Condensed Consolidated Statement of Operations.

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We had an operating loss for the three months ended September 30, 2025 of $626,000 compared to operating income $1,645,000 for the three months ended September 30, 2024, a decrease of $2,271,000. The decrease in operating income was the result of a decrease in net operating revenue, and an increase in station operating expenses noted above, partially offset by an increase in other operating income of $58,000, a decrease in corporate general and administrative expenses of $80,000 and a decrease in depreciation and amortization of $84,000. The decrease in corporate general and administrative expenses was primarily due to decreases in managers meeting expenses of $151,000 and legal expenses of $66,000 partially offset by an increases in stock-based compensation of $44,000. The increase in other operating expenses was due to the loss on disposal of fixed assets in the third quarter 2025.

We generated a net loss of $532,000 ( ($0.08) per share on a fully diluted basis) during the three months ended September 30, 2025, compared to net income of $1,267,000 ($0.20 per share on a fully diluted basis) for the three months ended September 30, 2024, a decrease of $1,799,000. The decrease in net income is primarily due to the decrease in operating income, described above, a decrease in interest income of $39,000, and a decrease in other income of $3,000, partially offset by a decrease in interest expense of $13,000 and a decrease in income tax expense of $495,000. The decrease in interest income is related to the decrease in the amount of short-term investment accounts. The decrease in our income tax expense is due to lower income before income tax expense from the third quarter of 2024.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Results of Operations

The following table summarizes our results of operations for the nine months ended September 30, 2025 and 2024.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Nine Months Ended | ​ | ​ | ​ | ​ | ​ |
​ | ​ | September 30, | ​ | $ Increase | ​ | % Increase |
​ |  | 2025 |  | 2024 |  | (Decrease) |  | (Decrease) |
​ | ​ | (In thousands, except percentages and per share information) |
Net operating revenue | ​ | $ | 80,607 | ​ | $ | 83,704 | ​ | $ | (3,097) |  | (3.7) | %
Station operating expenses | ​ |  | 68,863 | ​ |  | 68,473 | ​ |  | 390 |  | 0.6 | %
Corporate general and administrative | ​ |  | 9,061 | ​ |  | 8,987 | ​ |  | 74 |  | 0.8 | %
Depreciation and amortization | ​ | ​ | 3,900 | ​ |  | 3,847 | ​ |  | 53 |  | 1.4 | %
Other operating (income) expense, net | ​ | ​ | 298 | ​ | ​ | 1,026 | ​ | ​ | (728) |  | N/M | ​
Operating (loss) income | ​ |  | (1,515) | ​ |  | 1,371 | ​ |  | (2,886) |  | (210.5) | %
Interest expense | ​ |  | 322 | ​ |  | 235 | ​ |  | 87 |  | 37.0 | %
Interest income | ​ |  | (648) | ​ |  | (809) | ​ |  | 161 |  | N/M | ​
Other income | ​ |  | (105) | ​ |  | (1,211) | ​ |  | 1,106 |  | N/M | ​
(Loss) income before income tax expense | ​ |  | (1,084) | ​ |  | 3,156 | ​ |  | (4,240) |  | (134.3) | %
Income tax (benefit) expense | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Current | ​ | ​ | 130 | ​ |  | 715 | ​ |  | (585) |  | (81.8) | %
Deferred | ​ | ​ | (235) | ​ |  | 250 | ​ |  | (485) |  | (194.0) | %
​ | ​ |  | (105) | ​ |  | 965 | ​ |  | (1,070) |  | (110.9) | %
Net (loss) income | ​ | $ | (979) | ​ | $ | 2,191 | ​ | $ | (3,170) |  | (144.7) | %
Earnings (loss) per share (diluted) | ​ | $ | (0.15) | ​ | $ | 0.35 | ​ | $ | (0.50) |  | (142.9) | %

​

N/M = Not Meaningful

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For the nine months ended September 30, 2025, consolidated net operating revenue was $80,607,000 compared with $83,704,000 for the nine months ended September 30, 2024, a decrease of $3,097,000 or 3.7%. We had an increase of approximately $837,000 that was attributable to stations that we did not own or operate for the entire comparable period, offset by a decrease of $3,934,000 generated by stations we owned or operated for the comparable period in 2024. The decrease in same station revenue was primarily a result of decreases in gross local revenue of $3,947,000, gross national revenue of $1,188,000, gross political revenue of $882,000 and gross non-spot revenue of $142,000 partially offset by increases in gross interactive revenue of $1,737,000 and a decrease in agency commissions of $612,000 from 2024. The decrease in gross local revenues was attributable to decreases at our Columbus, Ohio; Des Moines, Iowa; Ithaca, New York; and Norfolk, Virginia markets. The decrease in gross national revenue is primarily due to a decrease at our Charleston, South Carolina; Columbus, Ohio and Portland, Maine markets partially offset by increases at our Milwaukee, Wisconsin and Norfolk, Virginia markets. The gross political revenue decreased due to a decrease in the number of national, state and local elections. The decrease in gross non-spot revenue is due to decreases at our Columbus, Ohio market. The decrease in agency commissions is due to the decrease in national and local agency revenue. The increase in gross interactive revenue is primarily due to an increase in our streaming, including mobile streaming, SEM, display and website advertising revenue.

Station operating expense was $68,863,000 for the nine months ended September 30, 2025, compared with $68,473,000 for the nine months ended September 30, 2024, an increase of $390,000 or 0.6%. We had an increase of approximately $943,000 that was attributable to stations that we did not own or operate for the entire comparable period, offset by a decrease of $553,000 generated by stations we owned or operated for the comparable period in 2024. The decrease in same station operating expense was primarily a result of decreases in compensation-related expenses, bad debt expenses, advertising and promotional expenses and maintenance and repairs expenses of $1,475,000, $470,000, $339,000 and $139,000, respectively, from the comparable period in 2024 partially offset by an increase in music licensing fees of $2,092,000. As noted above and disclosed in our footnotes, on August 19, 2025, the RMLC announced (as did each of ASCAP and BMI, respectively) that the RMLC had entered into separate settlement agreements with each of ASCAP and BMI to resolve rate-setting proceedings pending in the United States District Court for the Southern District of New York. The settlements established final license fee rates which apply retroactively for the period from January 1, 2022 through September 30, 2025 and on a go forward basis until December 31, 2029. During the third quarter of 2025, the Company recorded an aggregate of approximately $2.1 million related to the ASCAP and BMI retroactive rate adjustments in the station operating expenses in the Company’s Condensed Consolidated Statement of Operations.

We had an operating loss for the nine months ended September 30, 2025, of $1,515,000 compared to operating income of $1,371,000 for the nine months ended September 30, 2024, a decrease of $2,886,000. The change from operating income to an operating loss was the result of a decrease in net operating revenue and an increase in station operating expenses noted above, and an increase in corporate general and administrative expenses of $74,000, an increase in depreciation and amortization of $53,000 and a decrease other operating (income) expense, net of $728,000. The increase in corporate general and administrative expenses was primarily due to additional expenses related to shareholder activism and a potential proxy of contest of $226,000, and increases in stock-based compensation, other consulting expenses, and maintenance and repairs of $181,000, $61,000, and $29,000 partially offset by decreases in legal expenses, manager meeting expenses travel related expenses and insurance related costs of $180,000, $151,000, $114,000 and $137,000, respectively. In 2024, we recorded a loss on the sale of fixed assets and intangibles of $1,026,000 compared to a loss on the sale of fixed assets of $298,000 in 2025. The loss on sale of fixed assets and intangibles recorded in other operating expense in 2024 primarily relates to the sale of WYSE-AM, W275CP translator and W248CM translator located in our Asheville, North Carolina market and the relinquishment of our FCC license for KBAI-AM located in our Bellingham, Washington market, described in footnote 7 (Acquisitions and Dispositions).

We generated a net loss of $979,000 ($(0.15) per share on a fully diluted basis) during the nine months ended September 30, 2025, compared to net income of $2,191,000 ($0.35 per share on a fully diluted basis) for the nine months ended September 30, 2024 ended, a decrease of $3,170,000. The decrease in net income is primarily due to the decrease in operating income, described above, an increase in interest expense of $87,000, a decrease in interest income of $161,000 and a decrease in other income of $1,106,000 partially offset by a decrease in income tax expense of $1,070,000. The increase in interest expense is due to an increase in debt outstanding. The decrease in interest income is related to the decrease in the amount of short-term investment accounts. The decrease in other income is due to the $1,133,000 received related to the sale of an investment in BMI in 2024. The decrease in our income tax expense is due to lower income before income tax expense for the comparable period.

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Liquidity and Capital Resources

Debt Arrangements and Debt Service Requirements

In connection with entering into the purchase agreement described above in Footnote 16 – Subsequent Events, 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. On December 19, 2022, we entered into a Third Amendment (the “Third Amendment”) to our Credit Facility, (the “Credit Facility”), which extended the maturity date to December 19, 2027, reduced the lenders to JPMorgan Chase Bank, N.A., and the Huntington National Bank (the “Lenders”), established an interest rate equal to the secured overnight financing rate (“SOFR”) as administered by the SOFR Administrator (currently established as the Federal Reserve Bank of New York) as the interest base, and increased the basis points.

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We have pledged substantially all of our assets (excluding our FCC licenses and certain other assets) in support of the Credit Facility and each of our subsidiaries has guaranteed the Credit Facility and has pledged substantially all of their assets (excluding their FCC licenses and certain other assets) in support of the Credit Facility.

Approximately $266,000 of debt issuance costs related to the Credit Facility were capitalized and are being amortized over the life of the Credit Facility. These debt issuance costs are included in other assets, net in the consolidated balance sheets. As a result of the Second Amendment, the Company incurred an additional $120,000 of transaction fees related to the Credit Facility that were capitalized. As a result of the Third Amendment, the Company incurred an additional $161,000 of transaction fees related to the Credit Facility that were capitalized. The cumulative transaction fees are being amortized over the remaining life of the Credit Facility.

Interest rates under the Credit Facility are payable, at our option, at alternatives equal to SOFR (4.24% at September 30, 2025), plus 1% to 2% or the base rate plus 0% to 1%. The spread over SOFR and the base rate vary from time to time, depending upon our financial leverage. Letters of credit issued under the Credit Facility will be subject to a participation fee (which is equal to the interest rate applicable to Eurocurrency Loans, as defined in the Credit Agreement) payable to each of the Lenders and a fronting fee equal to 0.25% per annum payable to the issuing bank. Under the Third Amendment, we now pay quarterly commitment fees of 0.25% per annum on the unused portion of the Credit Facility. We previously paid quarterly commitment fees of 0.2% to 0.3% per annum on the unused portion of the Credit Facility.

The Credit Facility contains a number of financial covenants (all of which we were in compliance with at September 30, 2025) which, among other things, require us to maintain specified financial ratios and impose certain limitations on us with respect to investments, additional indebtedness, dividends, distributions, guarantees, liens and encumbrances.

We had $5,000,000 debt outstanding at September 30, 2025 and December 31, 2024 that we borrowed in conjunction with our Lafayette acquisition.

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We had approximately $45 million of unused borrowing capacity under the Credit Facility at September 30, 2025 and December 31, 2024, respectively.

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Sources and Uses of Cash

During the nine months ended September 30, 2025 and 2024, we had net cash flows from operating activities of $5,482,000 and $10,141,000, respectively. We believe that cash flow from operations will be sufficient to meet quarterly debt service requirements for payments of interest and scheduled payments of principal under our Credit Facility if we borrow in the future. However, if such cash flow is not sufficient we may be required to sell additional equity securities, refinance our obligations or dispose of one or more of our properties in order to make such scheduled payments. There can be no assurance that we would be able to effect any such transactions on favorable terms, if at all.

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In March 2013, our Board of Directors authorized an increase to our Buy-Back Program to allow us to purchase up to $75.8 million of our Class A Common Stock. From its inception in 1998 through September 30, 2025, we have repurchased 2.2 million shares of our Class A Common Stock for $58.1 million. During the three and nine months ended September 30, 2025 we did not repurchase any related to the Buy-Back Program. We halted the directions issued for any additional buybacks under our plan in 2020. As part of our overall capital allocation plan for fiscal year 2025, we intend to use a portion of the proceeds from the sale of non-core assets to fund stock buybacks under the Buy Back Program, which may include open market purchases, block trades or other forms of buybacks.

Our capital expenditures, exclusive of acquisitions, for the nine months ended September 30, 2025 were $2,600,000 ($3,199,000 for the nine months ended September 30, 2024). We anticipate capital expenditures in 2025 to be approximately $3.0 million to $3.5 million, which we expect to finance through funds generated from operations.

On February 13, 2024, we entered into an agreement to purchase the assets of WKOA (FM), WKHY (FM), WASK (FM), WXXB (FM), WASK (AM) and W269DJ from Neuhoff Communications, Inc. serving the Greater Lafayette, Indiana radio market for $5.3 million, subject to certain purchase price adjustments. The Company closed on this transaction on May 31, 2024, using funds from operations and borrowings under our credit agreement, of $5,832,000, which included the purchase price of $5,300,000, the purchase of $499,000 in accounts receivable and transactional costs of approximately $121,000 offset by $88,000 in certain closing adjustments.

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During the nine months ended September 30, 2025, the Company’s Board of Directors have declared three quarterly cash dividends on its Class A Common Stock. These dividends totaling $0.75 per share and approximately $4.8 million were paid as of September 30, 2025.

During the nine months ended September 30, 2024, the Company’s Board of Directors declared three quarterly cash dividends and a variable dividend on its Class A Common Stock. These dividends totaling $1.35 per share and approximately $8.5 million were paid or accrued during 2024. Additionally, $12.5 million was paid in 2024, relating to the special dividend declared in December 2023.

We anticipate that any future acquisitions of radio stations and dividend payments will be financed through funds generated from operations, borrowings under the Credit Agreement, additional debt or equity financing, cash on hand, or a combination thereof. However, there can be no assurances that any such financing will be available on acceptable terms, if at all.

Summary Disclosures About Contractual Obligations and Commercial Commitments

We have future cash obligations under various types of contracts, including the terms of our Credit Facility, operating leases, programming contracts, employment agreements, and other operating contracts. For additional information concerning our future cash obligations see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation — Summary Disclosures About Contractual Obligations” in our annual report on Form 10-K for the year ended December 31, 2024.

We anticipate that our contractual cash obligations will be financed through funds generated from operations or additional borrowings under the Credit Facility, or a combination thereof.

Recent Accounting Pronouncements

Recent accounting pronouncements are described in Note 2 to the accompanying financial statements.

Inflation

The impact of inflation on our operations has not been significant to date. We are, however, starting to see the effects of higher inflation starting to impact costs of most goods and services. There can be no assurance that a high rate of inflation in the future would not have an adverse effect on our operations.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Refer to “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Market Risk and Risk Management Policies” in our annual report on Form 10-K for the year ended December 31, 2024 for a complete discussion of our market risk. There have been no material changes to the market risk information included in our 2024 annual report on Form 10-K.

Item 4. Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to cause the material information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 to be recorded, processed, summarized and reported within the time periods specified in the Security and Exchange Commission’s rules and forms. There have been no changes in the Company’s internal controls over financial reporting during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company may be involved in various legal proceedings that are incidental to the Company’s business. In management’s opinion, the Company is not a party to any current legal proceedings that are material to its financial condition, either individually or in the aggregate.

Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in response to Part 1, “Item 1A. Risk Factors,” of our annual report on Form 10-K for the year ended December 31, 2024.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We made no unregistered sales of equity securities during the quarter ended September 30, 2025.

The following table summarizes our repurchases of our Class A Common Stock during the three months ended September 30, 2025.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | Total Number | ​ | Approximate
​ | ​ | ​ | ​ | ​ | ​ | ​ | of | ​ | Dollar
​ | ​ | ​ | ​ | ​ | ​ | Shares | ​ | Value of
​ | ​ | ​ | ​ | ​ | ​ | Purchased | ​ | Shares
​ | ​ | Total | ​ | Average | ​ | as Part of | ​ | that May Yet be
​ | ​ | Number | ​ | Price | ​ | Publicly | ​ | Purchased
​ | ​ | of Shares | ​ | Paid per | ​ | Announced | ​ | Under the
Period |  | Purchased |  | Share |  | Program |  | Program (1)
July 1 - July 31, 2025 | ​ | — | ​ | $ | — | ​ | — | ​ | $ | 17,686,383
August 1 - August 31, 2025 | ​ | — | ​ | $ | — | ​ | — | ​ | $ | 17,686,383
September 1 - September 30, 2025 | ​ | — | ​ | $ | — | ​ | — | ​ | $ | 17,686,383
Total |  | — | ​ | $ | — |  | — | ​ | $ | 17,686,383

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| (1) | We have a Stock Buy-Back Program which allows us to purchase our Class A Common Stock. In February 2013, our Board of Directors authorized an increase in the amount committed to the Buy-Back Program from $60 million to approximately $75.8 million.

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Item 5. Other Information

N o n e.

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Item 6. Exhibits

​ | ​ | ​
​ | ​ | ​
​ | ​ | ​
Exhibit No. | Location | ​
3.1 | 1 | Articles of Incorporation of Saga Communications Reincorporation, Inc.
​ | ​ | ​
3.2 | 2 | Amended and Restated Bylaws of Saga Communications, Inc., a Florida corporation.
​ | ​ | ​
4.1 | 3 | Description of the Company’s Securities
​ | ​ | ​
10.1 | 4 | Change in Control Agreement of Wayne Leland dated September 30, 2025
​ | ​ | ​
10.2 | 5 | Fourth Amendment to Credit Agreement, dated October 17, 2025, entered into between the Company, Agent, and the Lenders
​ | ​ | ​
31.1 | * ​ ​ | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| ​ |
31.2 | * ​ ​ | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| ​ |
32 | * ​ ​ | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| ​ |
101.INS | ​ | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
| ​ |
101.SCH | ​ | Inline XBRL Taxonomy Extension Schema Document
| ​ |
101.CAL | ​ | Inline XBRL Taxonomy Calculation Linkbase Document
| ​ |
101.DEF | ​ | Inline XBRL Taxonomy Extension Definition Linkbase Document
| ​ |
101.LAB | ​ | Inline XBRL Taxonomy Extension Label Linkbase Document
| ​ |
101.PRE | ​ | Inline XBRL Taxonomy Extension Presentation Linkbase Document
​ | ​ | ​
104 | ​ | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
​ | ​ | ​
* | ​ | Filed herewith.
1 | ​ | Exhibit filed with the Company’s Form 8-K filed on May 20, 2020 and incorporated by reference herein.
2 | ​ | Exhibit filed with the Company’s Form 8-K filed on June 20, 2025 and incorporated by reference herein.
3 | ​ | Exhibit filed with the Company’s Form 10-K for the year ended December 31, 2019 and incorporated by reference herein.
4 | ​ | Exhibit filed with the Company’s Form 8-K filed on October 1, 2025 and incorporated by reference herein.
5 | ​ | Exhibit filed with the Company’s Form 8-K filed on October 20, 2025 and incorporated by reference herein.

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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 thereunto duly authorized.

| SAGA COMMUNICATIONS, INC.
Date: November 7, 2025 | /s/ SAMUEL D. BUSH
| Samuel D. Bush
| Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date: November 7, 2025 | /s/ CATHERINE A. BOBINSKI
| Catherine A. Bobinski
| Senior Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)

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