It was first hinted at in June, now Urban One has received board approval to execute a reverse stock split aimed at restoring compliance with Nasdaq listing requirements for its Class D shares, restructuring all classes of its common stock at a 10-for-1 ratio.
The reverse split is designed to address Nasdaq’s $1.00 minimum bid price requirement, which Urban One’s non-voting Class D shares fail to meet. In February 2025, the company received a formal non-compliance notice after UONEK traded below $1 for 30 consecutive sessions.
The company’s board has approved covering all classes of Urban One common stock, including its publicly traded Class A (UONE) and Class D (UONEK) shares. Stockholders authorized the board to take this step at the company’s June 18, 2025 annual meeting, approving an amendment to Urban One’s Articles of Incorporation that allowed for a reverse split at ratios ranging from 1-for-2 to 1-for-30.
Under the board’s action, the reverse split will take effect at 11:59p ET on January 22, with Class A and Class D shares beginning to trade on a split-adjusted basis on January 23. Every ten shares outstanding will be consolidated into one share, with no fractional shares issued. Stockholders who would otherwise receive a fraction will instead receive cash equal to the closing price of the applicable stock on the effective date. The stock symbols will remain unchanged, though new CUSIP numbers will be assigned.
Urban One has emphasized that the reverse split applies uniformly across all classes of common stock and does not alter ownership percentages, voting power, total stockholders’ equity, or underlying business operations, aside from minor adjustments related to cash paid for fractional shares.
This is not Urban One’s first encounter with Nasdaq compliance issues. In 2023, the company faced delisting proceedings related to delayed financial filings and accounting restatements, but ultimately regained compliance after submitting updated reports.
The move places Urban One among a growing list of radio broadcasters that have turned to reverse splits in recent years to maintain exchange listings amid prolonged share-price pressure. Audacy executed a 1-for-30 reverse split in 2023, followed by Beasley Media Group’s 1-for-20 split in 2024.
At the time shareholders approved the reverse split authority last June, more than 31.7 million shares voted in favor, with just over 1 million opposed, giving the board discretion to act based on market conditions.
