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STOCKHOLDERS' EQUITY
 12 Months Ended
Dec. 31, 2024
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS' EQUITY
17. STOCKHOLDERS EQUITY
Common Stock
The Company has four classes of common stock, Class A, Class B, Class C and Class D. Generally, the shares of each class are identical in all respects and entitle the holders thereof to the same rights and privileges. However, with respect to voting rights, each share of Class A common stock entitles its holder to one vote and each share of Class B common stock entitles its holder to ten votes. The holders of Class C and Class D common stock are not entitled to vote on any matter. The holders of Class A common stock can convert such shares into shares of Class C or Class D common stock. Subject to certain limitations, the holders of Class B common stock can convert such shares into shares of Class A common stock. The holders of Class C common stock can convert such shares into shares of Class A common stock. The holders of Class D common stock have no such conversion rights.
Stock Repurchase Program
From time to time, the Board of Directors has authorized, and may continue to authorize, repurchases of shares of the Company’s Class A and Class D common stock. Under the stock repurchase program, the Company intends to repurchase shares through open market purchases, privately negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934. Under open authorizations, repurchases may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. shares are retired when repurchased. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company’s Class A and/or Class D common stock and other factors, and subject to restrictions under applicable law. When in effect, the Company executes upon stock repurchase programs in a manner consistent with market conditions and the interests of the stockholders, including maximizing stockholder value.
On March 7, 2022, the Board of Directors authorized and approved a share repurchase program for up to $25.0 million of the currently outstanding shares of the Company’s Class A and/or Class D common stock over a period of 24 months. On December 6, 2022, after the exhaustion of the above program, the Board of Directors authorized and approved a share repurchase program for up to an additional $10.0 million of the currently outstanding shares of the Company’s Class A and/or Class D common stock. During the year ended December 31, 2023, the Company repurchased 824 shares of Class D common stock for approximately $3,000 at an average price of $3.99 per share. The Company did not repurchase any shares of Class A common stock during the year ended December 31, 2023.
On September 27, 2022, the Compensation Committee authorized the repurchase of up to $0.5 million worth of shares in the aggregate from employees who want to sell in connection with the Company’s most recent employee stock grant (the "Stock Grant Authorization"). During the year ended December 31, 2024, the Company did not repurchase any shares of Class A common stock under the Stock Grant Authorization. During the year ended December 31, 2024 the Company repurchased 184,495 shares of Class D Common Stock for approximately $0.3 million at an average price of $1.42 per share. After giving effect to the above transactions, the repurchase program has approximately $0.2 million remaining shares under the Stock Grant Authorization. During the year ended December 31, 2023, the Company did not repurchase any shares of Class A or Class D common stock under this authorization.
On June 10, 2024, after exhaustion of the earlier programs except the Stock Grant Authorization, the Company’s Board of Directors approved a share repurchase authorization to repurchase up to $20.0 million of the Company's outstanding Class A and/or Class D common stock (collectively, the “Stock Repurchase Program”). The 2024 Stock Repurchase Program will remain in effect for up to 24 months or until the authorization is exhausted.
During the year ended December 31, 2024, the Company repurchased 2,850,844 shares of Class A Common Stock for approximately $5.0 million at an average price of $1.77 per share, of which 908,894 shares of Class A were held in treasury stock as of December 31, 2024. During the year ended December 31, 2024 the Company repurchased 1,191,610 shares of Class D Common Stock for approximately $1.4 million at an average price of $1.22 per share. After giving effect to the above transactions, the 2024 Stock Repurchase program has approximately $13.5 million remaining shares under the authorization.
See Note 21 – Subsequent Events of the Company's consolidated financial statements for additional purchases subsequent to December 31, 2024.
In addition, the Company has limited but ongoing authority to purchase shares of Class D common stock (in one or more transactions at any time there remain outstanding grants) under the 2019 Equity and Performance Incentive Plan (as defined below). This limited authority is used to satisfy any employee or other recipient tax obligations in connection with the exercise of an option or a share grant under the 2019 Equity and Performance Incentive Plan, to the extent that the Company has capacity under its financing agreements (i.e., its current credit facilities and indentures) (each a “Stock Vest Tax Repurchase”).
During the years ended December 31, 2024 and 2023, the Company executed Stock Vest Tax Repurchases of 425,966 shares of Class D Common Stock for approximately $1.4 million at an average price of $3.20 per share and 312,448 shares of Class D Common Stock for approximately $1.6 million at an average price of $5.21 per share, respectively.
Stock Option and Restricted Stock Grant Plan
The 2019 Equity and Performance Incentive Plan is an equity performance incentive plan for stock options and restricted stock. Both Class A and Class D common stock are available for grant. The Company settles stock options, net of tax, upon exercise by issuing stock.
On October 1, 2024, the Company held its 2024 Annual Stockholder's meeting. At that meeting, the stockholders approved a second amendment and restatement (the "2024 Second Incentive Plan Amendment and Restatement") of the Urban One 2019 Equity and Performance Incentive Plan (the "2019 Plan") to (i) correct a typographical error with respect to the duration of options and (ii) increase the number of Class A and Class D shares available for issuance. The 2024 Second Incentive Plan Amendment and Restatement was approved and, as a result, 750,000 shares of Class A common stock and 7,000,000 shares of Class D common stock were added to the 2019 Plan. The total number of shares authorized for issuance under the 2019 Incentive Plan, giving effect to its original authorization of 5,500,000 Class D shares, the first amendment and restatement in 2021 with its 2,000,000 Class A shares and 5,519,575 Class D shares and the 2024 Second Incentive Plan Amendment and Restatement is (i) 750,000 shares of the Company's Class A common stock and (ii) 18,019,575 shares of the Company's Class D common stock. Immediately after given effect to the 2024 Second Incentive Plan Amendment and Restatement 2,000,000 shares of the Company's Class A common stock are ungranted and in reserve and (ii) 7,000,000 shares of the Company's Class D common stock were ungranted and in reserve. As of December 31, 2024, the Company had 7,783,887 shares available to grant under the 2024 Second Incentive Plan Amendment and Restatement.
Pursuant to the terms of the Company’s stock plan and subject to the Company’s insider trading policy, a portion of each recipient’s vested shares may be sold in the open market or repurchased by the Company for tax purposes on or about the vesting dates.
The requisite service period or vesting period for stock options and restricted stock awards is generally one year. Stock option grants generally expire ten years from the grant date.
Stock-based compensation expense for the years ended December 31, 2024 and 2023 was approximately $5.7 million and $10.0 million. Tax expense from stock-based compensation for the year ended December 31, 2024 was approximately $0.8 million. Tax benefit from stock-based compensation for the year ended December 31, 2023, was approximately $0.3 million.
The per share weighted-average fair value of options for Class D shares granted during the years ended December 31, 2024 and 2023, was $1.33 and $2.80, respectively.
These fair values were derived using the Black-Scholes model with the following weighted-average assumptions:
For the Years Ended December 31,
20242023
Average risk-free interest rate3.75 %4.18 %
Expected dividend yield— %— %
Expected term4.48 years5.59 years
Expected volatility77.82 %53.14 %
Transactions and other information relating to stock options of Class D common stock for the years ended December 31, 2024 and 2023 are summarized below:
Number of
Options
Weighted-Average
Exercise Price		Weighted-Average
Remaining
Contractual Term
(In Years)
Aggregate
Intrinsic
Value(a)
Outstanding at December 31, 20224,594,734$2.59 5.72$5,871,492 
Grants649,4535.20 — — 
Exercised—— — — 
Forfeited/cancelled/expired/settled(20,051)4.75 — — 
Outstanding at December 31, 20235,224,136$2.90 5.28$5,021,952 
Grants1,428,0442.38 — — 
Exercised—— — — 
Forfeited/cancelled/expired/settled(1,215,465)2.63 — — 
Outstanding at December 31, 20245,436,715$2.83 6.44$— 
Vested and expected to vest at December 31, 20245,436,7152.83 6.44— 
Unvested at December 31, 2024849,4432.03 9.16— 
Exercisable at December 31, 20244,587,2722.98 5.94— 
(a) The aggregate intrinsic value in the table above represents the difference between the Company’s stock closing price on the last day of trading during the period, and the exercise price, multiplied by the number of shares that would have been received by the holders of in-the-money options had all the option holders exercised their options on that day. This amount changes based on the fair market value of the Company’s stock.
As of December 31, 2024, approximately $0.3 million of total unrecognized compensation cost related to Class D stock options is expected to be recognized over a weighted-average period of 6 months.

Activity relating to grants of restricted shares of Class D common stock for the years ended December 31, 2024 and 2023 are summarized below:
SharesWeighted-Average
Fair Value
at Grant
Date
Unvested at December 31, 2022434,264$4.27 
Grants895,5205.17 
Vested(1,001,667)4.92 
Forfeited/cancelled/expired(15,000)4.12 
Unvested at December 31, 2023313,117$4.77 
Grants1,899,3742.63 
Vested(1,298,662)3.69 
Forfeited/cancelled/expired(64,966)1.23 
Unvested at December 31, 2024848,863$1.90 
The Company did not grant any restricted shares of Class A common stock during the years ended December 31, 2024 and 2023. There were no shares that vested or cancelled during the years ended December 31, 2024 and 2023. There were 750,000 unvested shares of restricted Class A common stock outstanding as of December 31, 2024 and 2023 with a weighted-average fair value at grant date of $5.39. The total unrecognized compensation cost related to awards of restricted Class A common stock is immaterial and is expected to be recognized over a weighted-average period of less than a month.
Restricted stock grants for Class A and Class D shares are included in the Company’s outstanding share numbers on the effective date of grant. As of December 31, 2024, approximately $0.7 million of total unrecognized compensation cost related to awards of restricted Class D common stock is expected to be recognized over a weighted-average period of 8 months.