Urban One may be the next broadcast group to conduct a reverse stock split as pressure mounts to keep one of its publicly traded share classes in compliance with Nasdaq rules. Following a shareholder vote, the company’s board now holds the authority to consolidate shares as regulatory deadlines approach.
At its June 18 annual meeting, shareholders overwhelmingly approved a proposal amending the company’s Articles of Incorporation, granting flexibility to implement a reverse split of Class A and Class D common stock at a ratio between one-for-two and one-for-thirty. The board now has discretion to execute the split at any point, as market conditions warrant. The vote passed with over 31.7 million shares in favor and just over 1 million against.
The authorization comes amid mounting pressure from Nasdaq regulators.
In February, Urban One received a formal non-compliance notice after its Class D shares (UONEK), which carry no voting rights, fell below Nasdaq’s $1 minimum bid price threshold for 30 consecutive business days. While the Class A shares (UONE) have remained above that level, the Class D shares risk delisting if the company cannot maintain a price of at least $1 for ten consecutive sessions by August 11.
If compliance is not restored by that deadline, Urban One may qualify for an additional 180-day extension, but continued non-compliance would put its Class D listing at risk. The reverse stock split, if enacted, would likely lift share prices above the minimum threshold and prevent delisting.
This is not Urban One’s first compliance challenge with Nasdaq. In 2023, the company faced delisting proceedings after delayed financial filings tied to accounting restatements and an auditor change. Nasdaq ultimately reinstated the company’s listing after Urban One brought its filings current last summer.
The company has not publicly indicated if or when it plans to exercise the reverse split authority. The decision could hinge on how its stock performs through the summer as the Nasdaq compliance deadline approaches. If the broadcaster elects to consolidate its shares, they would be the third radio group to do so in as many years, following a 1-for-30 reverse split by Audacy in 2023 and a 1-for-20 in 2024 by Beasley Media Group.
Beyond the compliance issues, shareholders also voted to re-elect all board nominees to new terms at the meeting, including Chairperson Catherine L. Hughes and CEO Alfred C. Liggins III, as well as approving PricewaterhouseCoopers LLP as the company’s independent auditor for 2025.
