---
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"
generated_at: "2026-10-16T13:49:18.546332+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Cumulus Media emerges from Chapter 11; old equity canceled; $100M ABL and $50M convertible notes issued

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- 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
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-26-116470
- JSON: https://secwatch.observer/filing/0001104659-26-116470.json
- Plain text: https://secwatch.observer/filing/0001104659-26-116470.txt

## Key facts
- Executive change
  Scott Manson was appointed as Director at CUMULUS MEDIA INC.
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1058623/000110465926116470/0001104659-26-116470-index.htm
- Executive change
  Greg Stuecheli was appointed as Director at CUMULUS MEDIA INC.
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1058623/000110465926116470/0001104659-26-116470-index.htm
- Executive change
  Elizabeth Abrams departed as Director at CUMULUS MEDIA INC.
  - Action: ceased serving
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1058623/000110465926116470/0001104659-26-116470-index.htm
- Executive change
  Philip A. Hudson was appointed as Director at CUMULUS MEDIA INC.
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1058623/000110465926116470/0001104659-26-116470-index.htm
- Executive change
  Mary G. Berner was appointed as Director at CUMULUS MEDIA INC.
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1058623/000110465926116470/0001104659-26-116470-index.htm
- Executive change
  David M. Tolley departed as Director at CUMULUS MEDIA INC.
  - Action: ceased serving
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1058623/000110465926116470/0001104659-26-116470-index.htm
- Executive change
  Deborah A. Farrington departed as Director at CUMULUS MEDIA INC.
  - Action: ceased serving
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1058623/000110465926116470/0001104659-26-116470-index.htm
- Executive change
  Andrew W. Hobson departed as Director at CUMULUS MEDIA INC.
  - Action: ceased serving
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1058623/000110465926116470/0001104659-26-116470-index.htm
- Executive change
  Steven M. Galbraith departed as Director at CUMULUS MEDIA INC.
  - Action: ceased serving
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1058623/000110465926116470/0001104659-26-116470-index.htm
- Executive change
  Carol Flaton departed as Director at CUMULUS MEDIA INC.
  - Action: ceased serving
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1058623/000110465926116470/0001104659-26-116470-index.htm
- Executive change
  Heath B. Freeman was appointed as Director at CUMULUS MEDIA INC.
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1058623/000110465926116470/0001104659-26-116470-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.