{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-26-116470","form_type":"8-K","ticker":"CMLS","cik":"0001058623","company_name":"CUMULUS MEDIA INC","filed_at":"2026-10-16T13:47:38+00:00","discovered_at":"2026-10-16T13:49:00.247982+00:00","generated_at":"2026-10-16T13:49:18.546332+00:00","sec_items":["1.01","1.02","1.03","2.03","3.02","5.03","3.03","5.01","5.02","7.01","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Cumulus Media emerges from Chapter 11; old equity canceled; $100M ABL and $50M convertible notes issued","bullets":["On Oct 16, 2026, the Plan became effective and Cumulus Media and its debtor affiliates emerged from Chapter 11 (Case No. 26-90346 (ARP)), confirmed April 15, 2026.","Old Class A and Class B common stock canceled; new Class A and Class B issued at $0.01 par, with 352,025 New Class A and 285,975 New Class B shares outstanding.","Allowed 2029 Secured Claims received ~95% of New Common Stock; Other Funded Debt Claims received ~5%, subject to dilution by Management Incentive Plan and Convertible Notes.","ABL Credit Agreement: $100.0M four-year revolver with Fifth Third as agent, matures Oct 16, 2030, SOFR+1.50-2.00% or base+0.50-1.00%; 1.0x fixed charge coverage covenant.","Convertible Notes: $50M 10%/8% Senior Secured PIK Toggle Notes due 2031, issued to 2029 Secured Claims, second-lien, convertible into New Class B; interest 8% cash or 10% PIK."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-116470","json":"https://secwatch.observer/filing/0001104659-26-116470.json","markdown":"https://secwatch.observer/filing/0001104659-26-116470.md","text":"https://secwatch.observer/filing/0001104659-26-116470.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1058623/000110465926116470/0001104659-26-116470-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1058623/000110465926116470/tm2625433d5_8k.htm"},"model":{"generated_by":"deepseek-v4.1-flash:cloud@v2","generated_at":"2026-10-16T13:49:18.546332+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"1f6b344269","claim":"Scott Manson was appointed as Director at CUMULUS MEDIA INC.","evidence_excerpt":"On the Effective Date, in accordance with the Plan, Andrew W. Hobson, Elizabeth Abrams, Deborah A. Farrington, Carol Flaton, Steven M. Galbraith and David M. Tolley ceased serving on the Company’s board of directors, and Mary G. Berner, the Company’s President and Chief Executive Officer, and the following directors were appointed to the Company’s board of directors (the “New Board”): Heath B. Freeman, Philip A. Hudson, Greg Stuecheli and Scott Manson.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1058623/000110465926116470/0001104659-26-116470-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"338a569c12","claim":"Greg Stuecheli was appointed as Director at CUMULUS MEDIA INC.","evidence_excerpt":"On the Effective Date, in accordance with the Plan, Andrew W. Hobson, Elizabeth Abrams, Deborah A. Farrington, Carol Flaton, Steven M. Galbraith and David M. Tolley ceased serving on the Company’s board of directors, and Mary G. Berner, the Company’s President and Chief Executive Officer, and the following directors were appointed to the Company’s board of directors (the “New Board”): Heath B. Freeman, Philip A. Hudson, Greg Stuecheli and Scott Manson.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1058623/000110465926116470/0001104659-26-116470-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"339545cd5b","claim":"Elizabeth Abrams departed as Director at CUMULUS MEDIA INC.","evidence_excerpt":"On the Effective Date, in accordance with the Plan, Andrew W. Hobson, Elizabeth Abrams, Deborah A. Farrington, Carol Flaton, Steven M. Galbraith and David M. Tolley ceased serving on the Company’s board of directors, and Mary G. Berner, the Company’s President and Chief Executive Officer, and the following directors were appointed to the Company’s board of directors (the “New Board”): Heath B. Freeman, Philip A. Hudson, Greg Stuecheli and Scott Manson.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1058623/000110465926116470/0001104659-26-116470-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"366e5582c0","claim":"Philip A. Hudson was appointed as Director at CUMULUS MEDIA INC.","evidence_excerpt":"On the Effective Date, in accordance with the Plan, Andrew W. Hobson, Elizabeth Abrams, Deborah A. Farrington, Carol Flaton, Steven M. Galbraith and David M. Tolley ceased serving on the Company’s board of directors, and Mary G. Berner, the Company’s President and Chief Executive Officer, and the following directors were appointed to the Company’s board of directors (the “New Board”): Heath B. Freeman, Philip A. Hudson, Greg Stuecheli and Scott Manson.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1058623/000110465926116470/0001104659-26-116470-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"6cf1fcb9ad","claim":"Mary G. Berner was appointed as Director at CUMULUS MEDIA INC.","evidence_excerpt":"On the Effective Date, in accordance with the Plan, Andrew W. Hobson, Elizabeth Abrams, Deborah A. Farrington, Carol Flaton, Steven M. Galbraith and David M. Tolley ceased serving on the Company’s board of directors, and Mary G. Berner, the Company’s President and Chief Executive Officer, and the following directors were appointed to the Company’s board of directors (the “New Board”): Heath B. Freeman, Philip A. Hudson, Greg Stuecheli and Scott Manson.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1058623/000110465926116470/0001104659-26-116470-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"a3a90f7c5f","claim":"David M. Tolley departed as Director at CUMULUS MEDIA INC.","evidence_excerpt":"On the Effective Date, in accordance with the Plan, Andrew W. Hobson, Elizabeth Abrams, Deborah A. Farrington, Carol Flaton, Steven M. Galbraith and David M. Tolley ceased serving on the Company’s board of directors, and Mary G. Berner, the Company’s President and Chief Executive Officer, and the following directors were appointed to the Company’s board of directors (the “New Board”): Heath B. Freeman, Philip A. Hudson, Greg Stuecheli and Scott Manson.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1058623/000110465926116470/0001104659-26-116470-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"a67b08b49c","claim":"Deborah A. Farrington departed as Director at CUMULUS MEDIA INC.","evidence_excerpt":"On the Effective Date, in accordance with the Plan, Andrew W. Hobson, Elizabeth Abrams, Deborah A. Farrington, Carol Flaton, Steven M. Galbraith and David M. Tolley ceased serving on the Company’s board of directors, and Mary G. Berner, the Company’s President and Chief Executive Officer, and the following directors were appointed to the Company’s board of directors (the “New Board”): Heath B. Freeman, Philip A. Hudson, Greg Stuecheli and Scott Manson.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1058623/000110465926116470/0001104659-26-116470-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"ceabf1cf9e","claim":"Andrew W. Hobson departed as Director at CUMULUS MEDIA INC.","evidence_excerpt":"On the Effective Date, in accordance with the Plan, Andrew W. Hobson, Elizabeth Abrams, Deborah A. Farrington, Carol Flaton, Steven M. Galbraith and David M. Tolley ceased serving on the Company’s board of directors, and Mary G. Berner, the Company’s President and Chief Executive Officer, and the following directors were appointed to the Company’s board of directors (the “New Board”): Heath B. Freeman, Philip A. Hudson, Greg Stuecheli and Scott Manson.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1058623/000110465926116470/0001104659-26-116470-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"d457faa16f","claim":"Steven M. Galbraith departed as Director at CUMULUS MEDIA INC.","evidence_excerpt":"On the Effective Date, in accordance with the Plan, Andrew W. Hobson, Elizabeth Abrams, Deborah A. Farrington, Carol Flaton, Steven M. Galbraith and David M. Tolley ceased serving on the Company’s board of directors, and Mary G. Berner, the Company’s President and Chief Executive Officer, and the following directors were appointed to the Company’s board of directors (the “New Board”): Heath B. Freeman, Philip A. Hudson, Greg Stuecheli and Scott Manson.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1058623/000110465926116470/0001104659-26-116470-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"dcfc69ccbc","claim":"Carol Flaton departed as Director at CUMULUS MEDIA INC.","evidence_excerpt":"On the Effective Date, in accordance with the Plan, Andrew W. Hobson, Elizabeth Abrams, Deborah A. Farrington, Carol Flaton, Steven M. Galbraith and David M. Tolley ceased serving on the Company’s board of directors, and Mary G. Berner, the Company’s President and Chief Executive Officer, and the following directors were appointed to the Company’s board of directors (the “New Board”): Heath B. Freeman, Philip A. Hudson, Greg Stuecheli and Scott Manson.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1058623/000110465926116470/0001104659-26-116470-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"f3c90ba23c","claim":"Heath B. Freeman was appointed as Director at CUMULUS MEDIA INC.","evidence_excerpt":"On the Effective Date, in accordance with the Plan, Andrew W. Hobson, Elizabeth Abrams, Deborah A. Farrington, Carol Flaton, Steven M. Galbraith and David M. Tolley ceased serving on the Company’s board of directors, and Mary G. Berner, the Company’s President and Chief Executive Officer, and the following directors were appointed to the Company’s board of directors (the “New Board”): Heath B. Freeman, Philip A. Hudson, Greg Stuecheli and Scott Manson.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1058623/000110465926116470/0001104659-26-116470-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}