Urban One could soon join the list of broadcasters turning to reverse stock splits to stay in compliance with listing rules. After receiving strong shareholder approval, the company’s board now has the authority to consolidate shares if market conditions require.
At its June 18 annual meeting, shareholders voted overwhelmingly to amend Urban One’s Articles of Incorporation, giving the board flexibility to execute a reverse stock split on both its Class A and Class D common stock, at any ratio between one-for-two and one-for-thirty. More than 31.7 million shares were cast in favor, with just over 1 million opposed.
The move comes as Urban One faces an approaching compliance deadline with Nasdaq.
In February, the company received a formal non-compliance notice after its non-voting Class D shares (UONEK) fell below Nasdaq’s $1 minimum bid price for 30 consecutive trading days. The Class A shares (UONE) remain above the threshold, but if UONEK does not regain compliance — defined as maintaining a closing price above $1 for ten consecutive sessions — by August 11, the shares risk delisting.
A reverse split would likely boost the share price above the Nasdaq minimum. If compliance isn’t met by the August deadline, Urban One could still qualify for a 180-day extension, but failure to resolve the issue would put its Class D listing in jeopardy.
This is not Urban One’s first run-in with Nasdaq compliance. In 2023, the company faced delisting proceedings tied to delayed financial reports and accounting restatements but regained compliance after filing updated financials last summer.
Urban One has not yet said whether or when it plans to exercise its new reverse split authority. The decision could come down to where its stock trades over the next several weeks. If implemented, Urban One would become the third major radio group to use a reverse split in recent years, following Audacy’s 1-for-30 move in 2023 and Beasley Media Group’s 1-for-20 split in 2024.
In other annual meeting business, shareholders re-elected Chairperson Catherine L. Hughes and CEO Alfred C. Liggins III to the board and approved PricewaterhouseCoopers LLP as independent auditor for 2025.