Cumulus Media Inc

On October 16, 2026, the Company Parties filed the Notice of (I) Entry of Order Approving the Debtors’ Disclosure Statement and Confirming the Modified Joint Prepackaged Chapter 11 Plan of Reorganization of Cumulus Media Inc. and Its Debtor Affiliates and (II) Occurrence of Effective Date (the “Notice of Effective Date”) with the Bankruptcy Court.

Item 1.01 Entry into a Material Definitive Agreement.

ABL Credit Agreement

Loans incurred under the ABL Credit Agreement will bear interest at a percentage per annum equal to the applicable margin plus , at the borrowers’ option, either: (i) an adjusted term SOFR rate, subject to a floor of 0.00% or (ii) a base rate equal to the prime loan rate as published by Fifth Third Bank, National Association. The applicable margin varies from 1.50% to 2.00% for SOFR rate loans and varies from 0.50% to 1.00% for prime rate loans, in each case, depending on average excess availability under the ABL Facility.

The borrowers are required to pay a commitment fee to each lender, which accrues at a rate per annum equal to either 0.25% or 0.50% on the average daily unused portion of such lender’s commitment under the ABL Facility. The borrowers are also required to pay participation fees and fronting fees with respect to letters of credit participation and issuance.

Events of default include, among other things, nonpayment of principal or interest, breach of covenants, breach of representations and warranties, failure to pay final judgments in excess of a specified threshold, failure of a guarantee to remain in effect, failure of a collateral document to create an effective security interest in collateral, bankruptcy and insolvency events, cross-default to other material indebtedness, and a change of control. The occurrence of any event of default under the ABL Credit Agreement would permit all obligations under the ABL Facility to be declared due and payable immediately and all commitments thereunder to be terminated.

Exit Convertible Notes

The Convertible Notes were issued pursuant to an indenture, dated as of the Effective Date, between the Company and Wilmington Savings Fund Society, FSB, as trustee, notes collateral agent, registrar, paying agent and conversion agent (the “Indenture”). The Convertible Notes are convertible into shares of New Class B Common Stock as set forth in the Indenture.

The Convertible Notes are jointly and severally irrevocably and unconditionally guaranteed on a senior secured basis by certain subsidiaries of the Company, including all Loan Parties under the ABL Credit Agreement. The Convertible Notes and such guarantees are secured by second priority liens on the assets subject to liens securing the ABL Facility, including the equity interests of each guarantor of the Convertible Notes, all assets owned by the Loan Parties as of the Effective Date or acquired thereafter, certain assets related thereto, and substantially all other assets of the Loan Parties, in each case, subject to certain exceptions and limitations.

The information set forth in Item 1.01 of this Current Report is hereby incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

and, where applicable, the conversion of any Convertible Notes), and holders of Other Funded Debt Claims received the remaining approximately 5% of the New Common Stock issued on the Effective Date (subject to dilution by the Management Incentive Plan).

The shares of New Common Stock issued pursuant to the Plan were issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 1145 of the Bankruptcy Code.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Board of Directors

Heath B. Freeman, age 46, is the Managing Member of Next Gen Radio Enterprises LLC. Mr. Freeman is one of the founding members of Alden Global Capital LLC and has been its President since 2014. He has been managing and investing in companies with an opportunistic and catalyst-driven approach since 2006 when he joined Smith Management LLC, which was a prior affiliate of Alden Global. Prior to joining Smith Management, Mr. Freeman was an investment banker at Peter J. Solomon Company, where he specialized in mergers & acquisitions, restructurings and financings. In addition to his investment research and operational responsibilities at Alden Global, within the media platform, Mr. Freeman currently serves as Chairman of Tribune Enterprises LLC, a company that owns and manages media properties such as The Chicago Tribune, South Florida Sun Sentinel and The Hartford Courant and Vice Chairman of MNG Enterprises, Inc., a company that owns and manages media properties such as The Denver Post, San Jose Mercury News, Orange County Register and the Boston Herald. Within the sports platform, Mr. Freeman serves as Managing Partner of the Florida Freedom of the PBR (Professional Bull Riders) and Executive Chairman of the AVP, the premier beach volleyball league. Mr. Freeman also serves as Managing Partner of EHP Hospitality Group which owns and operates marinas, hotels, and restaurants throughout the east end of Long Island. Additionally, Mr. Freeman currently serves as a director of SLT Group, LLC, which operates in the fitness space and

Party Products LLC, a consumer products company which acquired certain assets of the Tupperware brand. Mr. Freeman currently serves as Chairman of the board of directors of Oyster Enterprises II Acquisition Corp, and from 2021 to 2022 served as Chief Executive Officer and Vice Chairman of the board of directors of Oyster Enterprises Acquisition Corp. Mr. Freeman graduated with a Bachelor of Arts degree from Duke University.

Cautionary Note to Former Holders of Common

Stock

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits .