Saga Communications Inc

Saga Communications, Inc. (the “Company,” “we,” or “our”) has determined that it is unable to file, without unreasonable effort or expense, its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) by March 31, 2026, the prescribed due date for such filing. The Company requires additional time to complete its analysis of technical tax matters and the resulting accounting impacts related to the Company’s sale-leaseback transaction as disclosed in the Company’s Current Report on Form 8-K filed on October 20, 2025. The Company does not expect any material changes or adjustments to previously published results of operations and cash flows as disclosed in the Company’s Current Report on Form 8-K filed on March 12, 2026. The Company expects to file the 2025 Form 10-K within the fifteen calendar day extension period as provided by Rule 12b-25 under the Securities Exchange Act of 1934, as amended. ​

Saga Communications, Inc. (the “Company,” “we,” or “our”) has determined that it is unable to file, without unreasonable effort or expense, its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”) by March 17, 2025, the original due date for such filing. Specifically, the Company identified an error during the year-end financial close process with respect to the presentation of certain items of revenue and expense during the fiscal years ending December 31, 2024 and 2023 and interim reporting periods within those years. Based on our preliminary evaluation, net revenue and station operating expense were understated by approximately $2.6 million and $2.7 million, respectively, for the years ended December 31, 2024 and 2023. The error is due to a technical misinterpretation of ASC 606 related to principal versus agency guidance over certain digital revenue streams. The error is expected to result in a change in classification between revenue and expense and to have no impact on measures of profitability, such as operating income, net income, cash flows, or earnings per share. The error is not expected to affect the Company’s compliance with loan covenants or any other contractual requirements. However, we are continuing to evaluate the overall impact of the errors. ​ The Company needs additional time to complete its assessment of the materiality of correcting this error in its consolidated financial statements for the fiscal years ending December 31, 2024 and 2023, and interim reporting periods within those years, which assessment must be completed prior to the filing of the 2024 Form 10-K. ​ The Company is also continuing to evaluate its conclusions on the effectiveness of internal control over financial reporting. ​ The Company expects to file the Form 10-K within the 15 calendar day extension period as provided by Rule 12b-25 under the Securities Exchange Act of 1934, as amended. ​ ​ ​