UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~Current~~CURRENT ~~Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~REPORT

~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~Earliest~~The ~~Event~~Securities ~~Reported):~~Exchange ~~August~~Act ~~08,~~of ~~2025~~1934

~~MediaCo~~Date ~~Holding~~of ~~Inc.~~Report (~~Exact~~Date ~~Name~~ of ~~Registrant~~earliest asevent ~~Specified~~reported): inSeptember ~~Its~~8, ~~Charter)~~2025

~~001-39029~~MediaCo Holding Inc.

(~~Commission~~Exact ~~File~~name ~~Number~~of registrant as specified in its charter)

Indiana	001-39029	84-2427771	~~84-2427771~~
(State or Other Jurisdiction of Incorporation)			(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

48 West 25th Street, Third Floor

New York, New York 10010

(Address of principal executive offices, including zip code)

(212) 447-1000

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

~~TradingSymbol(s)~~

~~Name of each exchange on which registered~~

Class A Common Stock, par value $0.01 per share

MDIA

Nasdaq Capital Market

~~MDIA~~

~~Nasdaq Capital Market~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter): .

Emerging growth company x☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 53.~~07 Submission~~02 ofUnregistered ~~Matters~~Sales ~~to a Vote~~ of ~~Security~~Equity ~~Holders~~Securities.

On ~~August~~September 8, 2025, MediaCo Holding Inc. (the “Company”) ~~held~~issued ~~the~~28,205,938 ~~Company’s~~shares ~~2025 annual meeting~~ of ~~shareholders~~Class ~~(the~~A ~~“Annual~~Common ~~Meeting”).~~Stock Atof the ~~Annual Meeting, the~~ Company’s ~~shareholders~~ (i)“MediaCo ~~elected~~Class ~~three~~A ~~directors~~Common ~~to the Company’s board of directors for terms of three years; (ii~~Stock”), ~~approved~~par value ~~the~~$0.01 ~~Company’s~~per ~~2025~~share, ~~Equity~~at ~~Compensation Plan; (iii) voted on~~ an ~~advisory~~exercise ~~basis~~price ~~to approve the compensation~~ of ~~the~~$0.00001, ~~Company’s~~pursuant ~~named~~to ~~executive~~that ~~officers;~~certain ~~and~~Warrant, ~~(iv)~~dated ~~ratified~~as ~~the selection by the Board’s Audit Committee~~ of ~~Deloitte~~April ~~& Touche LLP as the Company’s independent registered public accountants for the fiscal year ending December 31~~17, ~~2025. The results of these votes~~2024, asby ~~certified~~and bybetween the ~~inspector~~Company ofand ~~elections~~SLF ~~for~~LBI ~~the Annual Meeting~~Aggregator, ~~are set forth below~~LLC.

~~Proposal~~The 1.issuance ~~Election~~of the shares of ~~three~~MediaCo ~~directors~~Class toA ~~the~~Common ~~Company’s~~Stock ~~board~~was ofeffected ~~directors~~in ~~for~~accordance ~~terms~~with an exemption from registration under Section 4(a)(2) of ~~three~~the ~~years~~Securities Act of 1933, as amended.

Nominee	Votes For	Votes Withheld	BrokerNon-Votes
Colbert Cannon (Class A director)	37,835,746	91,702	0
Robert L. Greene (Class B director)	54,131,970	0	0
Deborah A. McDermott (Class B director)	54,131,970	0	0

Proposal 2. Approval of the Company’s 2025 Equity Compensation Plan.

Votes For						Votes Against						Abstentions						Broker Non-Votes
91,877,143						140,242						42,033						625,169

Proposal 3. Approval, on an advisory basis, of the compensation of the Company’s named executive officers.

Votes For						Votes Against						Abstentions						Broker Non-Votes
92,003,245						15,046						41,127						625,169

Proposal 4. Ratification of the selection by the Board’s Audit Committee of Deloitte & Touche LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2025.

Votes For						Votes Against						Abstentions						Broker Non-Votes
92,620,279						64,047						261						--

EXHIBIT INDEX

Exhibit						Description
104						Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MEDIACO HOLDING INC.

~~MEDIACO HOLDING INC.~~

Date:

August 14, 2025

By:

/s/ Debra DeFelice

September 12, 2025

By:

/s/ Debra DeFelice

Debra DeFelice

Name:

Debra DeFelice

Chief Financial Officer and Treasurer

Title:

Chief Financial Officer

Filing Compare · Mediaco Holding Inc.