Cumulus Media Inc-A 2025年度报告

Form10-K ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year ended December 31, 2025 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period fromtoCommission file number 001-38108 Cumulus Media Inc. (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.YesNo Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has beensubject to such filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, 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: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No The aggregate market value of the registrant's outstanding voting and non-voting common stock held by non-affiliates of the registrant(assuming, solely for the purposes hereof, that all officers and directors (and their respective affiliates), and 10% or greater stockholders of theregistrant are affiliates of the registrant, some of whom may not be deemed to be affiliates upon judicial determination) as of June30, 2025, thelast business day of the registrant's most recently completed second fiscal quarter, was approximately $1.6 million. Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of theSecurities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. YesNo As of April3, 2026, the registrant had outstanding 17,668,032 shares of common stock consisting of (i)17,436,334 shares of ClassA commonstock; (ii)231,698 shares of ClassB common stock. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Form 10-K/A, which is expected to be filed no later than 120 days after the end of the fiscal year covered by thisAnnual Report on Form 10-K, have been incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10-K. CUMULUS MEDIA INC.ANNUAL REPORT ON FORM10-KFor the Fiscal Year Ended December31, 2025 ItemNumberCautionary Statement Regarding Forward-Looking StatementsPARTI1Business1A.Risk Factors1B.Unresolved Staff Comments1C.Cybersecurity2Properties3Legal Proceedings4Mine Safety DisclosuresPARTII5Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities6[Reserved]7Management's Discussion and Analysis of Financial Condition and Results of Operations7A.Quantitative and Qualitative Disclosures about Market Risk8Financial Statements and Supplementary Data9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure9A.Controls and Procedures9B.Other Information9C.Disclosure Regarding Foreign Jurisdictions that Prevent InspectionPARTIII10Directors, Executive Offic