Urban One (UONEK) risk factors, FY2025 10-K

Urban One's FY2025 10-K, filed Mar 20, 2026, lists 35 risk factors in 3 groups. Against the prior year's 38: 1 new, 4 dropped, 10 substantially reworded.

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Risk factors listed
353 groups
New this year
1vs 38 last year
Dropped
4since the prior 10-K
Substantially reworded
10of those kept
Section length
10k wordsItem 1A

What the changes say

  • Urban One faced Nasdaq listing compliance challenges resolved via a 1-for-10 reverse stock split on January 22, 2026.
  • Internal control material weaknesses persisted into 2025.
  • Core radio advertising revenue remains highly concentrated in seven specific geographic markets and Reach Media.

What changed since the prior 10-K

New

  • NewRisks related to developments in AI

    Deregulation could have an impact upon our internet business

    FCC deregulation of broadcast ownership could increase competition and drive up station acquisition costs in our key markets.

Dropped

  • DroppedRisks Related to Our Business and Industry

    As discussed in Part II, Item 9A, “Controls and Procedures” of this Form 10-K and previous filings, management has concluded that certain internal controls over our financial reporting were not effective as of December 31, 2023 and December 31, 2024 due to certain previously identified material weaknesses

  • DroppedRisks Related to Our Business and Industry

    The delayed filings of our 2022 and 2023 annual reports and our first quarter 2024 quarterly report have made us currently ineligible to use a registration statement on Form S-3 to register the offer and sale of securities, which could adversely affect our ability to raise future capital or complete acquisitions

    Material weaknesses in internal controls as of December 31, 2023 and 2024.

  • DroppedRisks Related to the Nature and Operations of Our Business

    The state and condition of the global financial markets and fluctuations in the global and U.S. economies may have an unpredictable impact on our business and financial condition

  • DroppedRisks Related to the Nature and Operations of Our Business

    The Company tests the iOne reporting unit for potential impairment using the income approach that estimates the fair value of the reporting unit, which involves, but is not limited to, judgmental estimates and assumptions about revenue growth rates, operating profit margins and discount rate

Reworded

  • 100% rewrittenRisks Related to Our Internal Controls and Financial Statements

    We have identified material weaknesses in our internal control over financial reporting which could, if not remediated, result in material misstatements in our consolidated financial statements

    Updated the assessment date for internal control material weaknesses from December 31, 2024 to December 31, 2025.

  • 86% rewritten

    If we fail to meet the continued listing standards of Nasdaq, our common stock may be delisted, which could have a material adverse effect on the liquidity and market price of our common stock and expose the Company to litigation

    Added that a 1-for-10 reverse stock split effected on January 22, 2026 helped regain compliance with Nasdaq's minimum bid price requirement.

  • 82% rewrittenRisks Related to the Nature and Operations of Our Business

    Our results may be impacted by economic trends

    Added specific risks from political environment changes and macroeconomic market disruptions impacting advertising expenditures.

  • 65% rewrittenRisks related to developments in AI

    Future asset impairment to the carrying values of our goodwill across our various reporting units could adversely impact our results of operations

    Removed specific radio broadcasting license asset values and updated impairment factors to include audience shifts and regulatory changes.

    Was: Future asset impairment to the carrying values of our FCC licenses, goodwill across our various reporting units and TV One Trade Name could adversely impact our results of operations

  • 41% rewrittenRisks Related to the Nature and Operations of Our Business

    A disproportionate share of our Radio Broadcasting segment revenue comes from a small number of geographic markets and our syndicated radio business, Reach Media

    Updated revenue concentration figures for 2025, showing seven key radio markets and Reach Media generated 37.5% of consolidated net revenue.

  • 36% rewrittenRisks related to developments in AI

    We are a smaller reporting company as defined by Item 10 of Regulation S-K and we cannot be certain if the reduced disclosure requirements applicable to our filing status will make our common stock less attractive to investors

    Added that the company makes no assurances it will continue providing disclosures beyond smaller reporting company requirements.

  • 27% rewrittenRisks related to developments in AI

    Third parties may claim that we infringe on their rights based on the nature and content of information posted on websites we maintain

    Added that economic instability may increase third-party intellectual property infringement claims as rights holders seek monetization.

  • 23% rewrittenRisks Related to Our Internal Controls and Financial Statements

    We face risks related to the revision of our previously issued consolidated financial statements

    Shifted language regarding previously revised financial statements from present determination to past occurrence.

  • 22% rewrittenRisks related to developments in AI

    Our President and CEO has an interest in TV One that may conflict with your interests

  • 20% rewrittenRisks related to developments in AI

    Disruptions or security breaches of our information technology infrastructure could interfere with our operations, compromise client information and expose us to liability, possibly causing our business and reputation to suffer

All 35 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01If we fail to meet the continued listing standards of Nasdaq, our common stock may be delisted, which could have a material adverse effect on the liquidity and market price of our common stock and expose the Company to litigation86% rewritten

Risks Related to Our Internal Controls and Financial Statements

  1. 02We have identified material weaknesses in our internal control over financial reporting which could, if not remediated, result in material misstatements in our consolidated financial statements100% rewritten
  2. 03We face risks related to the revision of our previously issued consolidated financial statements23% rewritten
  3. 04The revision of our previously issued consolidated financial statements and ongoing remediation of material weaknesses have been time-consuming and expensive and could expose us to additional risks that could materially adversely affect our financial position, results of operations and cash flows

Risks Related to the Nature and Operations of Our Business

  1. 05Our results may be impacted by economic trends82% rewritten
  2. 06We may be adversely affected by the effects of inflation
  3. 07We are exposed to credit risk on our accounts receivable. This risk is heightened during periods of uncertain economic conditions
  4. 08Increases in interest rates and the reduced availability of financing for consumer products may impact the demand for advertising
  5. 09The terms of our indebtedness may restrict our current and future operations, particularly our ability to respond to changes in market conditions or to take some actions
  6. 10We have historically incurred net losses which may continue in the future and may impact upon other aspects of our operations
  7. 11Our revenue is substantially dependent on spending and allocation decisions by advertisers, and seasonality and/or weakening economic conditions may have an impact upon our business
  8. 12Our success is dependent upon audience acceptance of our content, particularly our television and radio programs, which is difficult to predict
  9. 13Increases in or new royalties, including through legislation, could adversely impact our business, financial condition and results of operations
  10. 14A disproportionate share of our Radio Broadcasting segment revenue comes from a small number of geographic markets and our syndicated radio business, Reach Media41% rewritten
  11. 15We may lose audience share and advertising revenue to our competitors
  12. 16We must respond to the rapid changes in technology, content offerings, services, and standards across our entire platform in order to remain competitive
  13. 17The loss of key personnel, including certain on-air talent, could disrupt the management and operations of our business
  14. 18If our Digital segment does not continue to develop and offer compelling and differentiated content, products and services, our advertising revenues could be adversely affected

Risks related to developments in AI

  1. 19Third parties may claim that we infringe on their rights based on the nature and content of information posted on websites we maintain27% rewritten
  2. 20If we are unable to protect our domain names and/or content, our reputation and brands could be adversely affected
  3. 21Future asset impairment to the carrying values of our goodwill across our various reporting units could adversely impact our results of operations65% rewritten
  4. 22Our business depends on maintaining our licenses with the FCC. We could be prevented from operating a radio station if we fail to maintain its license
  5. 23Disruptions or security breaches of our information technology infrastructure could interfere with our operations, compromise client information and expose us to liability, possibly causing our business and reputation to suffer20% rewritten
  6. 24Our business could be materially and adversely affected as a result of natural disasters, terrorism or other catastrophic events
  7. 25Our entry into new lines of business may not succeed and may not result in increased shareholder value
  8. 26The FCC’s media ownership rules could restrict our ability to acquire radio stations
  9. 27Enforcement by the FCC of its indecency rules against the broadcast industry could adversely affect our business operations
  10. 28Changes in federal regulations or enforcement priorities could adversely affect our business operations
  11. 29New or changing federal, state or international privacy regulation or requirements could hinder the growth of our internet business
  12. 30Deregulation could have an impact upon our internet businessNew
  13. 31The loss of affiliation agreements could materially adversely affect our Cable Television segment’s results of operations
  14. 32Changes in consumer behavior resulting from new technologies and distribution platforms may impact the performance of our businesses
  15. 33Our President and CEO has an interest in TV One that may conflict with your interests22% rewritten
  16. 34Two common stockholders have a majority voting interest in Urban One and have the power to control matters on which our common stockholders may vote, and their interests may conflict with yours
  17. 35We are a smaller reporting company as defined by Item 10 of Regulation S-K and we cannot be certain if the reduced disclosure requirements applicable to our filing status will make our common stock less attractive to investors36% rewritten

Other Urban One 10-Ks

  • FY2024 10-K risk factors
    38 risks

    Financial reporting control weaknesses and delayed SEC filings dominate this first-year filing.

    Filed Mar 27, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.