Salem Media Group Inc. - 2025年度报告

DELAWARE 770 PASEO CAMARILLO STE. 325, CAMARILLO CA 93010Company Address Telephone: (805) 987-0400Corporate Website: www.salemmedia.comCompany Email: ir@salemmedia.com SIC Code:4832 Annual Report For the period ending December 31, 2025(the “Reporting Period”) The number of shares outstanding of our Class A Common Stock is 26,204,586 and Class BCommon Stock is 5,553,696 as of December 31, 2025 The number of shares outstanding of our Common Stock was 25,994,519 and Class B CommonStock was 5,553,696 as of September 30, 2025 (end of previous reporting period) Indicate by check mark whether the company is a shell company (as defined in Rule 405 of theSecurities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934): Indicate by check mark whether the company’s shell status has changed since the previous reportingperiod: Indicate by check mark whether a Change in Controlof the company has occurred over this reportingperiod: Item 1The exact name of the issuer and its predecessor (if any).Salem Media Group, Inc. Item 2The address of the issuer’s principal executive offices and address(es) of the issuer’s principal place ofbusiness: 770 Paseo Camarillo Ste 325, Camarillo, CA 93010(805) 987-0400 – telephone of issuer’s principal executive officeswww.salemmedia.com – company websiteir@salemmedia.com – investor relations e-mail address Check box if principal executive office and principal place of business are the same address:☒ Item 3The jurisdiction(s) and date of the issuer’s incorporation or organization.State of incorporation: Delaware, active.Incorporated in Delaware on September 20, 1993. Part BShare Structure Item 4The exact title and class of securities outstanding.Salem Media Group, Inc. Class A Common Stock (794093104 CUSIP)oSALM – Trading symbolSalem Media Group, Inc. Class B Common Stock (794093203 CUSIP) Item 5Par or stated value and description of the security. $0.01 par value – Salem Media Group, Inc. Redeemable Series A Preferred Stock$0.01 par value – Salem Media Group, Inc. Redeemable Series B Convertible Preferred Stock$0.01 par value – Salem Media Group, Inc. Class A Common Stock$0.01 par value – Salem Media Group, Inc. Class B Common Stock Item 6The number of shares or total amount of the securities outstanding for each class of securities authorized. December 31, 2025oClass A Preferred Stock24,000 shares authorized24,000 shares outstanding1 shareholder of recordoClass B Convertible Preferred Stock40,000 shares authorized 40,000 shares authorized40,000 shares outstanding1 shareholder of recordoClass A Common Stock80,000,000 shares authorized21,663,091 shares outstanding oClass B Common Stock20,000,000 shares authorized December 31, 2023oClass A Common Stock80,000,000 shares authorized21,663,091 shares outstanding Item 7The name and address of the transfer agent*. Broadridge Corporate Issuer Solutions, LLCoTransfer agent is registered under the Exchange Act Part CBusiness Information Item 8The nature of the issuer’s business.See pages 53 to 55 of the Company’s Annual Report Item 9The nature of products or services offered.See pages 53 to 55 of the Company’s Annual Report Item 10The nature and extent of the issuer’s facilities.The Company both owns and leases office buildings and transmitter sites throughout the country. Part DManagement Structure and Financial Information Item 11Company Insiders (Officers, Directors, and Control Persons). A.Officers and Directors Edward G. Atsinger III (Director) o770 Paseo Camarillo Ste. 325, Camarillo, CA 93010oCo-founder of Salem Media Group, Inc.o2025 salary – $510,603 (which includes salary and medical, dental, vision and disability premiums)oShares beneficially owned – 4,762,185 shares of Class A Common Stock and 2,776,848 shares of class Bcommon stockoMr. Atsinger served as Executive Chairman of the Board and a director of each of our subsidiaries since LLC, and Greenbelt Property Management, EGA Investments I, and EGA Investments II; and as Presidentof Sonsinger Management, Inc. Mr. Atsinger has been a member of the board of directors of the NationalReligious Broadcasters for a number of years. He was also a member of the National Association ofBroadcasters Radio board of directors from 2008 through 2014. In October 2018, Mr. Atsinger was electedChairman of the Radio Music License Committee. Mr. Atsinger has been a member of the board of directorsof Oaks Christian School in Westlake Village, California since 1999. Mr. Atsinger is the brother-in-law ofStuart W. Epperson (former Director). Additionally, Mr. Atsinger is the father of Edward C. Atsinger(current Director) and uncle of Stuart W. Epperson Jr. (current Director). As one of our co-founders, Mr. David P. Santrella (Chief Executive Officer)o770 Paseo Camarillo Ste. 325, Camarillo, CA 93010oEmployed by Salem Media Group, Inc. since 2001 Christopher J. Henderson (EVP, Chief Legal Officer)o770 Paseo Camarillo Ste. 325, Camarillo, CA