Item 3.02
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Unregistered Sales of Equity Securities.
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On September 8, 2025, MediaCo Holding Inc. (the "Company") issued 28,205,938 shares of Class A Common Stock of the Company ("MediaCo Class A Common Stock"), par value $0.01 per share, at an exercise price of $0.00001, pursuant to that certain Warrant, dated as of April 17, 2024, by and between the Company and SLF LBI Aggregator, LLC.
The issuance of the shares of MediaCo Class A Common Stock was effected in accordance with an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.