ETM / Entercom Communications Corp - Class A - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

SECOND AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT dated as of September 30, 2024 AUDACY OPERATIONS, LLC as Servicer, AUDACY NEW YORK, LLC, as Transferor, AUDACY RECEIVABLES, LLC, as Transferee

EX-10.4 Exhibit 10.4 SECOND AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT dated as of September 30, 2024 between AUDACY OPERATIONS, LLC as Servicer, AUDACY NEW YORK, LLC, as Transferor, and AUDACY RECEIVABLES, LLC, as Transferee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND RELATED MATTERS 1 SECTION 1.1 Defined Terms 1 SECTION 1.2 Other Interpretive Matters 2 ARTICLE II AGREEMENT TO PURC

SPECIAL WARRANT AGREEMENT

EX-10.8 Exhibit 10.8 SPECIAL WARRANT AGREEMENT THIS SPECIAL WARRANT AGREEMENT (this “Agreement”), dated as of September 30, 2024, is by and between Audacy, Inc., a Delaware corporation (the “Reorganized Parent”) and the warrantholders listed on Annex I hereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed in the Plan, as defined below. WHEREAS, on January

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2024 AUDACY, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2024 AUDACY, INC. (Exact name of registrant as specified in its charter) Delaware 001-14461 23-1701044 (State or other jurisdiction of incorporation) (Commission File Nu

SECOND AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT dated as of September 30, 2024 AUDACY OPERATIONS, LLC as Servicer, THE ORIGINATORS PARTY HERETO, AUDACY NEW YORK, LLC as Transferee

EX-10.3 Exhibit 10.3 SECOND AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT dated as of September 30, 2024 between AUDACY OPERATIONS, LLC as Servicer, THE ORIGINATORS PARTY HERETO, and AUDACY NEW YORK, LLC as Transferee [TABLE OF CONTENTS] Page ARTICLE I DEFINITIONS AND RELATED MATTERS 1 SECTION 1.1 Defined Terms 1 SECTION 1.2 Other Interpretive Matters 3 ARTICLE II AGREEMENT TO PURCHASE AND SELL

WARRANT AGREEMENT AUDACY, INC. EQUINITI TRUST COMPANY LLC, as Warrant Agent Dated as of September 30, 2024 Warrants To Purchase Common Stock

EX-10.7 Exhibit 10.7 WARRANT AGREEMENT between AUDACY, INC. and EQUINITI TRUST COMPANY LLC, as Warrant Agent Dated as of September 30, 2024 Warrants To Purchase Common Stock TABLE OF CONTENTS Page 1. Definitions 1 2. Warrant Certificates 8 2.1 Original Issuance of Warrants 8 2.2 Form of Warrant Certificates 9 2.3 Execution and Delivery of Warrant Certificates 9 3. Exercise and Expiration of Warran

SECOND AMENDED AND RESTATED PERFORMANCE GUARANTY

EX-10.5 Exhibit 10.5 SECOND AMENDED AND RESTATED PERFORMANCE GUARANTY This SECOND AMENDED AND RESTATED PERFORMANCE GUARANTY, (this “Agreement”) dated as of September 30, 2024, is between AUDACY, INC., a Delaware corporation (formerly a Pennsylvania corporation, the “Performance Guarantor”), and DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, as agent (in such capacity, the “Age

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of September 30, 2024 by and among AUDACY RECEIVABLES, LLC, as Seller, AUTOBAHN FUNDING COMPANY LLC, as Investor, DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN,

EX-10.2 Exhibit 10.2 SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of September 30, 2024 by and among AUDACY RECEIVABLES, LLC, as Seller, AUTOBAHN FUNDING COMPANY LLC, as Investor, DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, as Agent, and AUDACY OPERATIONS, LLC, as initial Servicer TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 SECTION 1.01. Certain De

CERTIFICATE OF INCORPORATION AUDACY, INC. (a Delaware corporation) ARTICLE I.

EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF AUDACY, INC. (a Delaware corporation) ARTICLE I. NAME The name of the Company is Audacy, Inc. (the “Company”). ARTICLE II. REGISTERED AGENT AND REGISTERED OFFICE The address of the Company’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its reg

PLEDGE AGREEMENT

EX-10.6 Exhibit 10.6 TO: DZ Bank AG Deutsche Zentral-Genossesnschaftsbank, Frankfurt am Main, as Agent (as defined below) PLEDGE AGREEMENT Seller Obligations Secured 1. In consideration of the Agent (and the other Secured Parties) entering into the Receivables Purchase Agreement (as hereinafter defined), and thereby benefiting the Pledgor, and for other good and valuable consideration, the receipt

AUDACY SUCCESSFULLY COMPLETES FINANCIAL RESTRUCTURING; EMERGES AS A GROWING, SCALED, MULTI-PLATFORM AUDIO LEADER WITH THE INDUSTRY’S STRONGEST BALANCE SHEET Delivers Industry-Leading First Half Growth, Boosting Adjusted EBITDA by 128%

EX-99.1 Exhibit 99.1 AUDACY SUCCESSFULLY COMPLETES FINANCIAL RESTRUCTURING; EMERGES AS A GROWING, SCALED, MULTI-PLATFORM AUDIO LEADER WITH THE INDUSTRY’S STRONGEST BALANCE SHEET Delivers Industry-Leading First Half Growth, Boosting Adjusted EBITDA by 128% PHILADELPHIA, PA – September 30, 2024 – Audacy, Inc. (the “Company” or “Audacy”) announced today that it has successfully completed its financia

SHAREHOLDERS’ AGREEMENT AUDACY, INC. Dated as of September 30, 2024

EX-3.3 Exhibit 3.3 SHAREHOLDERS’ AGREEMENT of AUDACY, INC. Dated as of September 30, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Certain Defined Terms 1 Section 1.2 Other Definitional Provisions 11 ARTICLE II CORPORATE GOVERNANCE 12 Section 2.1 Board Representation 12 Section 2.2 Board Observers 15 Section 2.3 Committees; Subsidiaries 15 Section 2.4 Supermajority Approval Right

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-14461 AUDACY, INC. (Exact name of registrant as specified in its charter

CREDIT AGREEMENT Dated as of September 30, 2024 AUDACY CAPITAL LLC, as the Borrower, WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative Agent and Collateral Agent, THE LENDERS PARTY HERETO FROM TIME TO TIME, and THE GUARANTORS PARTY HERETO FROM

EX-10.1 Exhibit 10.1 CREDIT AGREEMENT Dated as of September 30, 2024 among AUDACY CAPITAL LLC, as the Borrower, WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative Agent and Collateral Agent, THE LENDERS PARTY HERETO FROM TIME TO TIME, and THE GUARANTORS PARTY HERETO FROM TIME TO TIME FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM TIME

BYLAWS AUDACY, INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES

EX-3.2 Exhibit 3.2 BYLAWS OF AUDACY, INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of the Company shall be fixed in the Certificate of Incorporation of the Company (as the same may be amended and/or restated from time to time, the “Certificate of Incorporation”).1 Section 1.2 Other Offices. The Company may also have an office or offi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 AUDACY, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 AUDACY, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-14461 23-1701044 (State or other jurisdiction of incorporation) (Commission File N

LIMITED WAIVER AGREEMENT

Exhibit 10.2 EXECUTION VERSION LIMITED WAIVER AGREEMENT THIS LIMITED WAIVER AGREEMENT, dated as of August 15, 2024 (this “Agreement”), is among Audacy Receivables, LLC, a Delaware limited liability company (the “Seller”), Audacy Operations, Inc., a Delaware corporation (the “Servicer”), Audacy, Inc., a Pennsylvania corporation (the “Performance Guarantor”), DZ BANK AG Deutsche Zentral-Genossenscha

AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Exhibit 10.3 EXECUTION VERSION AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT This AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of August 15, 2024 (this “Amendment”), is among AUDACY RECEIVABLES, LLC, a Delaware limited liability company, as seller (the “Seller”), AUTOBAHN FUNDING COMPANY LLC (“Autobahn”), as an investor (in such capacity

FORBEARANCE AGREEMENT

Exhibit 10.1 FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT, dated as of August 15, 2024 (this “Agreement”), is among Audacy Capital Corp., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Administrative Agent and each of the Lenders (constituting the Required Lenders) party hereto. RECITALS WHEREAS, reference is made to that certain Senior Secured Superpriority Debtor-i

AUDACY REPORTS SECOND QUARTER RESULTS Adjusted EBITDA Increased 116% in the Second Quarter And 128% in the First Half of 2024

Exhibit 99.1 AUDACY REPORTS SECOND QUARTER RESULTS Adjusted EBITDA Increased 116% in the Second Quarter And 128% in the First Half of 2024 PHILADELPHIA, PA – August 9, 2024 – Audacy, Inc. (OTC: AUDAQ) today reported financial results for the quarter ended June 30, 2024. David J. Field, Chairman, President and Chief Executive Officer, stated: “Audacy continued to deliver strong 2024 financial perfo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2024 AUDACY, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2024 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 AUDACY, INC. (Exact N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

AUDACY REPORTS FIRST QUARTER RESULTS Adjusted EBITDA Increased 173%

EX-99.1 Exhibit 99.1 AUDACY REPORTS FIRST QUARTER RESULTS Adjusted EBITDA Increased 173% PHILADELPHIA, PA – May 9, 2024 – Audacy, Inc. (OTC: AUDAQ) today reported financial results for the quarter ended March 31, 2024. David J. Field, Chairman, President and Chief Executive Officer, stated: “Audacy delivered a solid start to 2024 with Q1 EBITDA increasing 173% vs the prior year. Second-quarter rev

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

Information Regarding Subsidiaries of Audacy, Inc.

EXHIBIT 21.1 INFORMATION REGARDING SUBSIDIARIES OF THE REGISTRANT Jurisdiction Name Under Which Name of Organization Subsidiary Does Business Audacy Corp. Delaware Audacy Corp. AmperWave, LLC. Delaware AmperWave, LLC. Audacy Arizona, LLC Delaware Audacy Arizona, LLC Audacy Atlas, LLC Delaware Audacy Atlas, LLC Audacy Capital Corp. Delaware Audacy Capital Corp. Audacy Corp. Delaware Audacy Corp. Au

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-14461 Audacy, Inc. (

epayment Policy as Amended and Restated

Exhibit 97.1 Incentive Compensation Repayment Policy AUDACY, INC. INCENTIVE COMPENSATION REPAYMENT POLICY AS AMENDED AND RESTATED JULY 20, 2023 The Board of Directors (the “Board”) of Audacy, Inc. (the “Company”) (formerly Entercom Communications Corp.) previously adopted the Entercom Communications Corp. Incentive Compensation Repayment Policy in 2019 (renamed the Audacy Incentive Compensation Re

As filed with the Securities and Exchange Commission on March 14, 2024

As filed with the Securities and Exchange Commission on March 14, 2024 Registration Nos.

As filed with the Securities and Exchange Commission on March 14, 2024

As filed with the Securities and Exchange Commission on March 14, 2024 Registration Nos.

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As filed with the Securities and Exchange Commission on March 14, 2024 Registration Nos.

As filed with the Securities and Exchange Commission on March 14, 2024

As filed with the Securities and Exchange Commission on March 14, 2024 Registration Nos.

As filed with the Securities and Exchange Commission on March 14, 2024

As filed with the Securities and Exchange Commission on March 14, 2024 Registration Nos.

As filed with the Securities and Exchange Commission on March 14, 2024

As filed with the Securities and Exchange Commission on March 14, 2024 Registration Nos.

As filed with the Securities and Exchange Commission on March 14, 2024

As filed with the Securities and Exchange Commission on March 14, 2024 Registration Nos.

As filed with the Securities and Exchange Commission on March 14, 2024

As filed with the Securities and Exchange Commission on March 14, 2024 Registration No.

As filed with the Securities and Exchange Commission on March 14, 2024

As filed with the Securities and Exchange Commission on March 14, 2024 Registration Nos.

As filed with the Securities and Exchange Commission on March 14, 2024

As filed with the Securities and Exchange Commission on March 14, 2024 Registration Nos.

As filed with the Securities and Exchange Commission on March 14, 2024

As filed with the Securities and Exchange Commission on March 14, 2024 Registration Nos.

As filed with the Securities and Exchange Commission on March 14, 2024

As filed with the Securities and Exchange Commission on March 14, 2024 Registration Nos.

As filed with the Securities and Exchange Commission on March 14, 2024

As filed with the Securities and Exchange Commission on March 14, 2024 Registration Nos.

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2024 AUDACY, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-14461 23-1701044 (State or other jurisdiction of incorporation) (Commission File Nu

AUDACY PROVIDES STRONG PERFORMANCE UPDATE FOLLOWING RESTRUCTURING PLAN APPROVAL

Exhibit 99.1 AUDACY PROVIDES STRONG PERFORMANCE UPDATE FOLLOWING RESTRUCTURING PLAN APPROVAL PHILADELPHIA, PA – March 12, 2024 – Audacy, Inc. (the “Company” or “Audacy”) is pleased to report a strong start to 2024, driving significant sequential acceleration across key financial metrics and performance indicators. The Company is providing this update to deliver additional visibility on its progres

IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION § In re: § Chapter 11 § AUDACY, INC., et al., § § Case No. 24-90004 (CML) § (Jointly Administered) Debtors.1 § § ORDER APPROVING DEBTORS’ DISCLOSURE STATEMENT A

EX-99.1 Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION § In re: § Chapter 11 § AUDACY, INC., et al., § § Case No. 24-90004 (CML) § (Jointly Administered) Debtors.1 § § ORDER APPROVING DEBTORS’ DISCLOSURE STATEMENT AND CONFIRMING DEBTORS’ JOINT PREPACKAGED PLAN OF REORGANIZATION [Relates to Docket Nos. 23, 24 and 25] WHEREAS, on January 7, 202

Debtors' Joint Prepackaged Plan of Reorganization for Audacy, Inc. and its Affiliate Debtors Under Chapter 11 of the Bankruptcy Code, dated February 20, 2024

EX-2.1 Exhibit 2.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION § In re: § Chapter 11 § AUDACY, INC., et al., § § Case No. 24-[ • ] ([ • ]) § (Joint Administration Requested) Debtors.1 § § JOINT PREPACKAGED PLAN OF REORGANIZATION FOR AUDACY, INC. AND ITS AFFILIATE DEBTORS UNDER CHAPTER 11 OF THE BANKRUPTCY CODE PORTER HEDGES LLP LATHAM & WATKINS LLP Joh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2024 AUDACY, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2024 AUDACY, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-14461 23-1701044 (State or other jurisdiction of incorporation) (Commission File

Audacy Receives Court Approval of Reorganization Plan Will Equitize over 80% of the Company’s Debt and Establish a Robust Capital Structure to Drive Long-Term Growth Audacy Expects to Emerge from Chapter 11 Process Following Regulatory Approval from

EX-99.2 Exhibit 99.2 Audacy Receives Court Approval of Reorganization Plan Will Equitize over 80% of the Company’s Debt and Establish a Robust Capital Structure to Drive Long-Term Growth Audacy Expects to Emerge from Chapter 11 Process Following Regulatory Approval from the Federal Communications Commission Audacy is Poised to Capitalize on Growth Opportunities as a Scaled, Leading Multi-Platform

Amended and Restated Purchase and Sale Agreement, dated as of January 9, 2024, among Audacy Operations, Inc., the originators party thereto and Audacy New York, LLC.

Exhibit 10.3 EXECUTION VERSION AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT dated as of January 9, 2024 between AUDACY OPERATIONS, INC. as Servicer, THE ORIGINATORS PARTY HERETO, each a debtor and debtor-in-in possession under chapter 11 of the Bankruptcy Code, and AUDACY NEW YORK, LLC as Transferee [TABLE OF CONTENTS] Page ARTICLE I DEFINITIONS AND RELATED MATTERS 1 SECTION 1.1 Defined Terms

Amended and Restated Performance Guaranty, dated as of January 9, 2024, between Audacy, Inc. and DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main.

Exhibit 10.5 EXECUTION VERSION AMENDED AND RESTATED PERFORMANCE GUARANTY This AMENDED AND RESTATED PERFORMANCE GUARANTY, (this “Agreement”) dated as of January 9, 2024, is between AUDACY, INC., a Pennsylvania corporation and a debtor and a debtor-in-possession under Chapter 11 of the Bankruptcy Code (the “Performance Guarantor”), and DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MA

Amended and Restated Receivables Purchase Agreement, dated as of January 9, 2024, by and among Audacy Receivables, LLC, Autobahn Funding Company LLC, DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main and Audacy Operations, Inc.

Exhibit 10.2 EXECUTION VERSION AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of January 9, 2024 by and among AUDACY RECEIVABLES, LLC, as Seller, AUTOBAHN FUNDING COMPANY LLC, as Investor, DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, as Agent, and AUDACY OPERATIONS, INC., a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code, as initial Serv

Audacy Receives Court Approval of “First Day” Motions Operations Continue in Ordinary Course

Exhibit 99.1 Audacy Receives Court Approval of “First Day” Motions Operations Continue in Ordinary Course Philadelphia, PA – January 9, 2024 – Audacy, Inc., (OTC: AUDA) (the “Company” or “Audacy”) announced today that it has received approval from the United States Bankruptcy Court for the Southern District of Texas (“the Court”) for all first day motions related to its prepackaged Chapter 11 proc

Amended and Restated Sale and Contribution Agreement, dated as of January 9, 2024, among Audacy Operations, Inc., Audacy New York, LLC and Audacy Receivables, LLC.

Exhibit 10.4 EXECUTION VERSION AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT dated as of January 9, 2024 between AUDACY OPERATIONS, INC. as Servicer, AUDACY NEW YORK, LLC, a debtor and debtor-in-in possession under chapter 11 of the Bankruptcy Code, as Transferor, and AUDACY RECEIVABLES, LLC, as Transferee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND RELATED MATTERS 1 SECTION 1.1 Define

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 AUDACY, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-14461 23-1701044 (State or other jurisdiction of incorporation) (Commission File N

First Amendment to Amended and Restated Employment Agreement, effective as of January 5, 2024, between Audacy, Inc. and David J. Field

EX-10.6 Exhibit 10.6 Execution Version FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This FIRST Amendment (this “Amendment”) is between Audacy Services, LLC for the benefit of Audacy, Inc. (the “Company”), and David J. Field (“Executive” or “You”) and amends the Amended and Restated Employment Agreement, effective as of January 1, 2022 (the “Employment Agreement”), and is entered in

Audacy, Inc. Non-employee Director Compensation Policy, as amended.

EX-10.4 Exhibit 10.4 Audacy, Inc. Non-employee Director Compensation Policy As Amended January 4, 2024 Cash Compensation: Annual Board Retainer: $80,000 per year. Committee Non-chair / Membership Fee: • Audit Committee - $20,000 per year • Compensation Committee - $15,000 per year; and • Nominating/Corporate Governance Committee - $10,000 per year. Committee Chair / Membership Fee: • Audit Committ

Omnibus Amendment, dated as of January 7, 2024, by and among Audacy Receivables, LLC, as seller and transferee, Audacy New York, LLC, the originators party thereto, Audacy Inc., as performance guarantor, Autobahn Funding Company LLC, as an investor, DZ BANK AG Deutsche ZentralGenossenschaftsbank, Frankfurt AM Main, as agent on behalf of the investor Parties, and Audacy Operations, Inc., as initial servicer

EX-10.3 Exhibit 10.3 EXECUTION VERSION OMNIBUS AMENDMENT This OMNIBUS AMENDMENT, dated as of January 7, 2024 (this “Amendment”), is among AUDACY RECEIVABLES, LLC, a Delaware limited liability company, as seller and transferee (the “Seller”), AUDACY NEW YORK, LLC, a Delaware limited liability company (the “Transferor”), each of the entities listed on the signature pages hereto as an Originator (col

Restructuring Support Agreement, dated as of January 4, 2024, by and among Audacy, Inc. and its subsidiaries

EX-10.1 Exhibit 10.1 Execution Version THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT (NOR SHALL IT BE CONSTRUED AS) AN OFFER TO SELL OR BUY, OR THE SOLICITATION OF AN OFFER TO SELL OR BUY, ANY SECURITIES OR AN ACCEPTANCE OR SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURIT

Third Amendment to Amended and Restated Employment Agreement, effective as of January 5, 2024, between Audacy Services, LLC and Andrew Sutor

EX-10.10 Exhibit 10.10 Execution Version THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Third Amendment (this “Amendment”) between Audacy Services, LLC, (the “Employer”) successor in interest to Audacy, Inc. (f/k/a Entercom Communications Corp.) (together with its subsidiaries or affiliates which may employ you from time to time, the “Company”), and Andrew Sutor (“Employee” or “

Disclaimer This presentation (the “Presentation”) has been prepared by Audacy, Inc. and its subsidiaries (the “Company”) for the recipients hereof in connection with the consideration of potential transactions (the “Transactions”), solely for informa

EX-99.2 Exhibit 99.2 Business Plan CONFIDENTIAL Disclaimer This presentation (the “Presentation”) has been prepared by Audacy, Inc. and its subsidiaries (the “Company”) for the recipients hereof in connection with the consideration of potential transactions (the “Transactions”), solely for informational purposes. The information contained in this Presentation and other information furnished by or

First Amendment to Employment Agreement, effective as of January 5, 2024, between Audacy Services, LLC and Susan Larkin

EX-10.7 Exhibit 10.7 Execution Version FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (this “Amendment”) between Audacy Services, LLC (the “Employer”), for the provision of services to Audacy Operations, Inc., and Susan Larkin (“Employee” or “You”) in order to amend as follows that certain Employment Agreement dated May 24, 2023 (the “Employment Agreement”), is entered into as of January 5

Form of January 2024 Retention Letter Agreement.

EX-10.5 Exhibit 10.5 January 4, 2024 [Employee Name] [Employee Email Address] Via Email / DocuSign RE: 2024 Retention Bonus Dear [First Name]: As you are aware, Audacy, Inc. (the “Company”) has been working with our lenders to resolve our balance sheet issues in order to move forward in a stronger financial position to continue our great work serving our listeners, customers and communities. We co

First Amendment to Employment Agreement, effective as of January 5, 2024, between Audacy, Inc. and Richard Schmaeling

EX-10.9 Exhibit 10.9 Execution Version FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (this “Amendment”) between Audacy Services, LLC (successor in interest to Audacy, Inc. (f/k/a Entercom Communications Corp.)) (the “Employer”) for the provision of services to Audacy Operations, Inc., and Richard Schmaeling (“Employee” or “You”) in order to amend as follows that certain Employment Agreeme

Audacy Reaches Agreement with a Supermajority of its Debtholders on Balance Sheet Deleveraging Transaction that Will Equitize Over 80% of the Company’s Debt and Establish a Robust Capital Structure to Drive Long-Term Growth Agreement Enables Audacy t

EX-99.1 Exhibit 99.1 Audacy Reaches Agreement with a Supermajority of its Debtholders on Balance Sheet Deleveraging Transaction that Will Equitize Over 80% of the Company’s Debt and Establish a Robust Capital Structure to Drive Long-Term Growth Agreement Enables Audacy to Capitalize on its Strategic Transformation into a Scaled, Leading Multi-Platform Audio Content and Entertainment Company with D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2024 AUDACY, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2024 AUDACY, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-14461 23-1701044 (State or other jurisdiction of incorporation) (Commission File N

First Amendment to Employment Agreement, effective as of January 5, 2024, between Audacy Services, LLC and J.D. Crowley

EX-10.8 Exhibit 10.8 Execution Version FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (this “Amendment”) between Audacy Services, LLC (the “Employer”), for the provision of services to Audacy Operations, Inc., and J.D. Crowley (“Employee” or “You”) in order to amend as follows that certain Employment Agreement dated January 9, 2023 (the “Employment Agreement”), is entered into as of Januar

Debtor-in-Possession Credit Agreement, by and among Audacy, Inc. and its subsidiaries listed therein, Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, and the lenders party thereto.

EX-10.2 Exhibit 10.2 SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of January [ ], 2024 among AUDACY CAPITAL CORP., as the Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME, THE GUARANTORS PARTY HERETO FROM TIME TO TIME and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative Agent and Collateral Agent TABLE OF CONTENTS Page ARTICLE I Definitions and Accounting

Amendment No. 12 to Credit Agreement, dated as of December 8, 2023, by and among Audacy Capital Corp. (formerly Entercom Media Corp.), the guarantors party thereto and the lenders party thereto.

Exhibit 10.1 Execution Version AMENDMENT NO. 12 THIS AMENDMENT NO. 12, dated as of December 8, 2023 (this “Amendment”) is among Audacy Capital Corp. (formerly known as ENTERCOM MEDIA CORP.), a Delaware corporation (the “Borrower”), the Guarantors party hereto, and the Lenders (constituting the Required Lenders) party hereto. RECITALS WHEREAS, reference is made to that certain Credit Agreement, dat

Third Supplemental Indenture, dated as of December 8, 2023, by and among Audacy Capital Corp. (formerly Entercom Media Corp.), the guarantors named therein, and Deutsche Bank Trust Company Americas.

Exhibit 4.1 THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 8, 2023, by and among Audacy Capital Corp. (f/k/a Entercom Media Corp.), a Delaware corporation (the “Issuer”), the guarantors party hereto (the “Subsidiary Guarantors”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (in such capacity, the “Trustee”) and as notes col

Amendment No. 8 to Receivables Purchase Agreement, dated as of December 8, 2023, by and among Audacy Receivables, LLC, Autobahn Funding Company LLC, DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main, and Audacy Operations, Inc.

EX-10.2 Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 8 TO RECEIVABLES PURCHASE AGREEMENT This AMENDMENT NO. 8 TO RECEIVABLES PURCHASE AGREEMENT, dated as of December 8, 2023 (this “Amendment”), is among AUDACY RECEIVABLES, LLC, a Delaware limited liability company, as seller (the “Seller”), AUTOBAHN FUNDING COMPANY LLC (“Autobahn”), as an investor (in such capacity, the “Investor”), DZ BANK AG DEU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2023 AUDACY, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2023 AUDACY, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-14461 23-1701044 (State or other jurisdiction of incorporation) (Commission File

Fourth Supplemental Indenture, dated as of December 8, 2023, by and among Audacy Capital Corp. (formerly Entercom Media Corp.), the guarantors named therein, and Deutsche Bank Trust Company Americas.

Exhibit 4.2 FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 8, 2023, by and among Audacy Capital Corp. (f/k/a Entercom Media Corp.), a Delaware corporation (the “Issuer”), the guarantors party hereto (the “Subsidiary Guarantors”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (in such capacity, the “Trustee”) and as notes co

Third Supplemental Indenture, dated as of November 30, 2023, by and among Audacy Capital Corp. (formerly Entercom Media Corp.), the guarantors named therein, and Deutsche Bank Trust Company Americas.

Exhibit 4.2 THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 30, 2023, by and among Audacy Capital Corp. (f/k/a Entercom Media Corp.), a Delaware corporation (the “Issuer”), the guarantors party hereto (the “Subsidiary Guarantors”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (in such capacity, the “Trustee”) and as notes co

Amendment No. 11 to Credit Agreement, dated as of November 29, 2023, by and among Audacy Capital Corp. (formerly Entercom Media Corp.), the guarantors party thereto and the lenders party thereto.

Exhibit 10.1 Execution Version AMENDMENT NO. 11 THIS AMENDMENT NO. 11, dated as of November 29, 2023 (this “Amendment”) is among Audacy Capital Corp. (formerly known as ENTERCOM MEDIA CORP.), a Delaware corporation (the “Borrower”), the Guarantors party hereto, and the Lenders (constituting the Required Lenders) party hereto. RECITALS WHEREAS, reference is made to that certain Credit Agreement, da

Second Supplemental Indenture, dated as of November 29, 2023, by and among Audacy Capital Corp. (formerly Entercom Media Corp.), the guarantors named therein, and Deutsche Bank Trust Company Americas.

Exhibit 4.1 SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 29, 2023, by and among Audacy Capital Corp. (f/k/a Entercom Media Corp.), a Delaware corporation (the “Issuer”), the guarantors party hereto (the “Subsidiary Guarantors”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (in such capacity, the “Trustee”) and as notes c

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2023 AUDACY, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-14461 23-1701044 (State or other jurisdiction of incorporation) (Commission File

Amendment No. 7 to Receivables Purchase Agreement, dated as of November 29, 2023, by and among Audacy Receivables, LLC, Autobahn Funding Company LLC, DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main, and Audacy Operations, Inc.

Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 7 TO RECEIVABLES PURCHASE AGREEMENT This AMENDMENT NO. 7 TO RECEIVABLES PURCHASE AGREEMENT, dated as of November 29, 2023 (this “Amendment”), is among AUDACY RECEIVABLES, LLC, a Delaware limited liability company, as seller (the “Seller”), AUTOBAHN FUNDING COMPANY LLC (“Autobahn”), as an investor (in such capacity, the “Investor”), DZ BANK AG DEUTSCHE Z

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2023 AUDACY, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2023 AUDACY, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-14461 23-1701044 (State or other jurisdiction of incorporation) (Commission File

Amendment No. 10 to Credit Agreement, dated as of November 19, 2023, by and among Audacy Capital Corp. (formerly Entercom Media Corp.), the guarantors party thereto and the lenders party thereto

Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 10 THIS AMENDMENT NO. 10, dated as of November 19, 2023 (this “Amendment”) is among Audacy Capital Corp. (formerly known as ENTERCOM MEDIA CORP.), a Delaware corporation (the “Borrower”), the Guarantors party hereto, and the Lenders (constituting the Required Lenders) party hereto. RECITALS WHEREAS, reference is made to that certain Credit Agreement, da

Amendment No. 6 to Receivables Purchase Agreement, dated as of November 19, 2023, by and among Audacy Receivables, LLC, Autobahn Funding Company LLC, DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main, and Audacy Operations, Inc.

Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 6 TO RECEIVABLES PURCHASE AGREEMENT This AMENDMENT NO. 6 TO RECEIVABLES PURCHASE AGREEMENT, dated as of November 19, 2023 (this “Amendment”), is among AUDACY RECEIVABLES, LLC, a Delaware limited liability company, as seller (the “Seller”), AUTOBAHN FUNDING COMPANY LLC (“Autobahn”), as an investor (in such capacity, the “Investor”), DZ BANK AG DEUTSCHE Z

Amendment No. 9 to Credit Agreement, dated as of November 13, 2023, by and among Audacy Capital Corp. (formerly Entercom Media Corp.), the guarantors party thereto and the lenders party thereto

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 9 THIS AMENDMENT NO. 9, dated as of November 13, 2023 (this “Amendment”) is among Audacy Capital Corp. (formerly known as ENTERCOM MEDIA CORP.), a Delaware corporation (the “Borrower”), the Guarantors party hereto, and the Lenders (constituting the Required Lenders) party hereto. RECITALS WHEREAS, reference is made to that certain Credit Agreeme

Amendment No. 5 to Receivables Purchase Agreement, dated as of November 14, 2023, by and among Audacy Receivables, LLC, Autobahn Funding Company LLC, DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main, and Audacy Operations, Inc.

Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 5 TO RECEIVABLES PURCHASE AGREEMENT This AMENDMENT NO. 5 TO RECEIVABLES PURCHASE AGREEMENT, dated as of November 14, 2023 (this “Amendment”), is among AUDACY RECEIVABLES, LLC, a Delaware limited liability company, as seller (the “Seller”), AUTOBAHN FUNDING COMPANY LLC (“Autobahn”), as an investor (in such capacity, the “Investor”), DZ BANK AG DEUTSCHE Z

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 AUDACY, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 AUDACY, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-14461 23-1701044 (State or other jurisdiction of incorporation) (Commission File

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 AUDACY, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-14461 23-1701044 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

AUDACY REPORTS THIRD QUARTER RESULTS

Exhibit 99.1 For Immediate Release November 9, 2023 Investor Contacts: Joseph Jaffoni, Jennifer Neuman, Norberto Aja JCIR (212) 835-2500 [email protected] AUDACY REPORTS THIRD QUARTER RESULTS Philadelphia, PA — Audacy, Inc. (OTC: AUDA) today reported financial results for the quarter ended September 30, 2023. Third Quarter Summary • Net revenues for the quarter were $299.2 million, down 5.6% compared t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 AUDACY, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-14461 23-1701044 (State or other jurisdiction of incorporation) (Commission File

Amendment No. 8 to Credit Agreement, dated as of November 3, 2023, by and among Audacy Capital Corp. (formerly Entercom Media Corp.), the guarantors party thereto and the lenders party thereto

Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 8 THIS AMENDMENT NO. 8, dated as of November 3, 2023 (this “Amendment”) is among Audacy Capital Corp. (formerly known as ENTERCOM MEDIA CORP.), a Delaware corporation (the “Borrower”), the Guarantors party hereto, and the Lenders (constituting the Required Lenders and the Required Class Lenders for the Revolving Credit Facility) party hereto. RECITALS W

Amendment No. 4 to Receivables Purchase Agreement, dated as of November 3, 2023, by and among Audacy Receivables, LLC, Autobahn Funding Company LLC, DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main, and Audacy Operations, Inc.

Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENT This AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENT, dated as of November 3, 2023 (this “Amendment”), is among AUDACY RECEIVABLES, LLC, a Delaware limited liability company, as seller (the “Seller”), AUTOBAHN FUNDING COMPANY LLC (“Autobahn”), as an investor (in such capacity, the “Investor”), DZ BANK AG DEUTSCHE ZE

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2023 AUDACY, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-14461 23-1701044 (State or other jurisdiction of incorporation) (Commission File

Audacy Provides NYSE Listing Update Audacy Common Stock to Delist from NYSE NYSE Determination Has No Impact on Audacy’s Business Strategy or Operations

Exhibit 99.1 Audacy Provides NYSE Listing Update Audacy Common Stock to Delist from NYSE NYSE Determination Has No Impact on Audacy’s Business Strategy or Operations PHILADELPHIA, PA – October 30, 2023 – Audacy, Inc. (NYSE: AUD; OTC: AUDA) (the “Company” or “Audacy”) today announced that its appeal of the determination by the New York Stock Exchange (“NYSE”) to commence proceedings to delist Audac

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Class A Common Stock (the "Common Stock") of Audacy, Inc.

First Supplemental Indenture, dated as of October 27, 2023, by and among Audacy Capital Corp. (formerly Entercom Media Corp.), the guarantors named therein, and Deutsche Bank Trust Company Americas.

Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 27, 2023, by and among Audacy Capital Corp. (f/k/a Entercom Media Corp.), a Delaware corporation (the “Issuer”), the guarantors party hereto (the “Subsidiary Guarantors”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (in such capacity, the “Trustee”) and as notes col

Entry into a Material Definitive Agreement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2023 AUDACY, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-14461 23-1701044 (State or other jurisdiction of incorporation) (Commission File

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2023 AUDACY, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-14461 23-1701044 (State or other jurisdiction of incorporation) (Commission File

Second Amendment to Amended and Restated Employment Agreement, effective as of October 12, 2023, between Audacy Services, LLC and Andrew Sutor

Exhibit 10.1 SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amendment (this “Amendment”) is entered into and effective as of October 12, 2023, between Audacy Services, LLC, successor in interest to Entercom Communications Corp. (together with its subsidiaries or affiliates which may employ you from time to time, the “Company”), and Andrew Sutor (“Employee” or “You”) in o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2023 AUDACY, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2023 AUDACY, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-14461 23-1701044 (State or other jurisdiction of incorporation) (Commission File

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2023 AUDACY, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-14461 23-1701044 (State or other jurisdiction of incorporation) (Commission Fil

Audacy Provides Capital Structure Update Continues to Engage in Discussions with Lenders to Deleverage Balance Sheet and Improve Capital Structure to Position Company for Long-Term Growth Elects to Utilize Grace Period for Interest Payment Due on Sen

Exhibit 99.1 Audacy Provides Capital Structure Update Continues to Engage in Discussions with Lenders to Deleverage Balance Sheet and Improve Capital Structure to Position Company for Long-Term Growth Elects to Utilize Grace Period for Interest Payment Due on Senior Secured 2029 Notes Decision Does Not Impact Day-to-Day Operations or Other Obligations to Advertisers, Employees or Other Stakeholder

Audacy, Inc. Voice: (610) 660-5655 • Fax (610) 660-5662 • www.AudacyInc.com • [email protected]

2400 Market Street, 4th Floor Philadelphia, PA 19103 August 25, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Disclosure Review Program 100 F Street, N.E. Washington, D.C. 20549 Attention: Cheryl Brown and Amanda Ravitz RE: Audacy, Inc. Definitive Proxy Statement on Schedule 14A Filed April 4, 2023 File No. 001-14461 Dear Ms. Brown and Ms. Ravitz: This lett

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Employment Agreement dated May 24, 2023 between Audacy Services, LLC and Susan Larkin

EMPLOYMENT AGREEMENT Susan LarkinCaliforniaSan Francisco 450000 For Susan Larkin THIS EMPLOYMENT AGREEMENT (this “Agreement”) is by and between Audacy Services, LLC (the “Employer”), for the provision of services to Audacy Operations, Inc.

AUDACY REPORTS SECOND QUARTER RESULTS

Exhibit 99.1 For Immediate Release August 4, 2023 Investor Contacts: Joseph Jaffoni, Jennifer Neuman, Norberto Aja JCIR (212) 835-2500 [email protected] AUDACY REPORTS SECOND QUARTER RESULTS Philadelphia, PA — Audacy, Inc. (NYSE: AUD; OTC: AUDA) today reported financial results for the quarter ended June 30, 2023. Second Quarter Summary • Net revenues for the quarter were $298.5 million, down 6.6% comp

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2023 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Number

Audacy, Inc. Announces 1-For-30 Reverse Stock Split

EX-99.1 Exhibit 99.1 Audacy, Inc. Announces 1-For-30 Reverse Stock Split PHILADELPHIA, PA — June 30, 2023 — As previously announced on June 6, 2023, Audacy, Inc. (NYSE: AUD; OTC: AUDA) (the “Company” or “Audacy”) effected a 1-for-30 reverse stock split of the Company’s Class A and Class B common stock on June 30, 2023. The Company’s Class A common stock will begin trading on a split-adjusted basis

Articles of Amendment to the Amended and Restated Articles of Incorporation of Audacy, Inc., effective June 30, 2023

Exhibit 3.1 ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AUDACY, INC. 1. The name of the Corporation is Audacy, Inc. (hereinafter referred to as the “Corporation”). 2. The location and post office address of the registered office of the Corporation in the Commonwealth of Pennsylvania is c/o CT Corporation System. The registered office of the Corporation shall be d

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2023 AUDACY, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-14461 23-1701044 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2023 AUDACY, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2023 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Form of Retention Letter Agreement

EX-10.1 Exhibit 10.1 2400 Market Street, 4th Floor Philadelphia, PA 19103 June 19, 2023 [Employee Name] [Employee Email Address] Via Email / DocuSign RE: Key Employee Retention Plan Bonus Dear [Employee Name]: To incentivize you to remain employed with and committed to Audacy, Inc. (the “Company”) over the next twelve months, the Company is offering you a retention bonus of [⚫] (the “KERP Bonus”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2023 AUDACY, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2023 AUDACY, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-14461 23-1701044 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 AUDACY, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Audacy Non-Employee Director Compensation Policy

EX-10.1 2 d497095dex101.htm EX-10.1 Exhibit 10.1 Audacy, Inc. Non-employee Director Compensation Policy Cash Compensation: Annual Board Retainer: $80,000 per year. Committee Non-chair / Membership Fee: • Audit Committee - $20,000 per year • Compensation Committee - $15,000 per year; and • Nominating/Corporate Governance Committee - $10,000 per year. Committee Chair / Membership Fee: • Audit Commit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 d487560ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2023 AUDACY, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2023 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2023 AUDACY, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2023 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

AUDACY REPORTS FIRST QUARTER RESULTS

EX-99.1 Exhibit 99.1 For Immediate Release May 10, 2023 Investor Contacts: Joseph Jaffoni, Jennifer Neuman, Norberto Aja JCIR (212) 835-2500 [email protected] Audacy Contact: Ashok Sinha SVP and Head of Communications (610) 822-0832 [email protected] AUDACY REPORTS FIRST QUARTER RESULTS Philadelphia, PA — Audacy, Inc. (NYSE: AUD) today reported financial results for the quarter ended March 31, 202

Employment Agreement dated January 9, 2023 between Audacy, Inc. (formerly Entercom Communications Corp.) and J.D. Crowley

EMPLOYMENT AGREEMENT For J.D. Crowley THIS EMPLOYMENT AGREEMENT (this “Agreement”) is by and between Audacy Services, LLC (the “Employer”), for the provision of services to Audacy Operations, Inc. (the “Company”) and J.D. Crowley (the “Employee”). The Employer agrees to employ the Employee and Employee agrees to full-time employment on and subject to the terms and conditions of this Agreement 1.Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 AUDACY, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 AUDACY, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 AUDACY, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-14461 Audacy, Inc. (

Amendment No. 1 to Purchase and Sale Agreement, dated as of May 24, 2022, among Audacy Operations, INc., the Originators party thereto and Audacy New York, LLC

EXECUTION VERSION AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT This AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT, dated as of May 24, 2022 (this “Amendment”), is among each of the entities listed on the signature pages hereto as a New Originator (each a “New Originator”, and collectively, the “New Originators”), AUDACY OPERATIONS, INC., a Delaware corporation (“Audacy Operations”), as initial

Amendment No. 1 to Receivables Purchase Agreement, dated as of May 24, 2022, by and among Audacy Receivables, LLC, Autobahn Funding Company LLC, DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main and Audacy Operations, Inc.

EXECUTION VERSION AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT This AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT, dated as of May 24, 2022 (this “Amendment”), is among AUDACY RECEIVABLES, LLC, a Delaware limited liability company, as seller (the “Seller”), AUTOBAHN FUNDING COMPANY LLC (“Autobahn”), as an investor (in such capacity, the “Investor”), DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCH

between Audacy, Inc. (formerly Entercom Communications Corp.) and J.D. Crowley

EMPLOYMENT AGREEMENT For J.D. Crowley THIS EMPLOYMENT AGREEMENT (this “Agreement”) is by and between Audacy Services, LLC (the “Employer”), for the provision of services to Audacy Operations, Inc. (the “Company”) and J.D. Crowley (the “Employee”). The Employer agrees to employ the Employee and Employee agrees to full-time employment on and subject to the terms and conditions of this Agreement 1.Em

Information Regarding Subsidiaries of Audacy, Inc.

EXHIBIT 21.1 INFORMATION REGARDING SUBSIDIARIES OF THE REGISTRANT Jurisdiction Name Under Which Name of Organization Subsidiary Does Business Audacy Corp. Delaware Audacy Corp. AmperWave, LLC. Delaware AmperWave, LLC. Audacy Arizona, LLC Delaware Audacy Arizona, LLC Audacy California, LLC Delaware Audacy California, LLC Audacy Colorado, LLC Delaware Audacy Colorado, LLC Audacy Connecticut, LLC Del

AUDACY REPORTS FOURTH QUARTER AND FULL YEAR RESULTS

EX-99.1 Exhibit 99.1 For Immediate Release March 15, 2023 Investor Contacts: Joseph Jaffoni, Jennifer Neuman, Norberto Aja JCIR (212) 835-2500 [email protected] Audacy Contact: Ashok Sinha SVP and Head of Communications (610) 822-0832 [email protected] AUDACY REPORTS FOURTH QUARTER AND FULL YEAR RESULTS Philadelphia, PA — Audacy, Inc. (NYSE: AUD) today reported financial results for the quarter an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2023 AUDACY, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2023 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Number

AUD / Audacy Inc / Contrarius Investment Management Ltd - AMENDMENT TO FORM 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2. Audacy, Inc. (Name of Issuer) CLASS A COMMON STOCK (Title of Class of Securities) 05070N103 (CUSIP Number) December 3

Amendment No. 2, dated January 27, 2023, to the Receivables Purchase Agreement, dated July 15, 2021, among Audacy Operations, Inc., Audacy Receivables, LLC, the investors party thereto, and DZ BANK AG Deutsche Zentral-Gennossenschaftsbank, Frankfurt AM Main. (Incorporated by reference to Exhibit 10.1 to our current Report on Form 8-K filed on January 30, 2023

Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT This AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT, dated as of January 27, 2023 (this “Amendment”), is among AUDACY RECEIVABLES, LLC, a Delaware limited liability company, as seller (the “Seller”), AUTOBAHN FUNDING COMPANY LLC (“Autobahn”), as an investor (in such capacity, the “Investor”), DZ BANK AG DEUTSCHE ZE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2023 AUDACY, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2023 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2022 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

AUDACY REPORTS THIRD QUARTER RESULTS

EX-99.1 Exhibit 99.1 For Immediate Release November 8, 2022 Investor Contacts: Joseph Jaffoni, Jennifer Neuman, Norberto Aja JCIR (212) 835-2500 [email protected] Audacy Contact: Ashok Sinha SVP and Head of Communications (610) 822-0832 [email protected] AUDACY REPORTS THIRD QUARTER RESULTS Philadelphia, PA — Audacy, Inc. (NYSE: AUD) today reported financial results for the quarter ended September

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 AUDACY, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2022 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Numb

AUDACY REPORTS SECOND QUARTER RESULTS Second Quarter Net Revenues Increased 5%

Exhibit 99.2 For Immediate Release August 5, 2022 Investor Contacts: Joseph Jaffoni, Jennifer Neuman, Norberto Aja JCIR (212) 835-2500 [email protected] Audacy Contact: Ashok Sinha SVP and Head of Communications (610) 822-0832 [email protected] AUDACY REPORTS SECOND QUARTER RESULTS Second Quarter Net Revenues Increased 5% Philadelphia, PA ? Audacy, Inc. (NYSE: AUD) today reported financial results

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2022 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Number

AUDACY, INC. RECEIVES CONTINUED LISTING STANDARDS NOTICE FROM THE NYSE

Exhibit 99.1 AUDACY, INC. RECEIVES CONTINUED LISTING STANDARDS NOTICE FROM THE NYSE PHILADELPHIA, PA ? August 4, 2022 ? Audacy, Inc. (NYSE: AUD) announced today that on August 1, 2022, the Company received notification from the New York Stock Exchange (the ?NYSE?) that the Company?s Class A common stock (the ?common stock?) is not in compliance with the NYSE?s continued listing standard requiring

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Audacy 2022 Equity Compensation Plan - Form of Grant Instrument for Employees.

Audacy, Inc. Audacy 2022 Equity Compensation Plan Employee - Restricted Stock Unit Grant This RESTRICTED STOCK UNIT GRANT (the ?Instrument?) is delivered by Audacy, Inc. (the ?Company?) to the Grantee listed below as follows: Grantee: [?] Date of Grant: [?] RECITALS A. The Audacy 2022 Equity Compensation Plan (the ?Plan?) provides for the grant of restricted stock units to directors, employees and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Audacy 2022 Equity Compensation Plan - Form of Grant Instrument for Directors.

Audacy, Inc. Audacy 2022 Equity Compensation Plan Director - Restricted Stock Unit Grant This RESTRICTED STOCK UNIT GRANT (the ?Instrument?) is delivered by Audacy, Inc. (the ?Company?) to the Grantee listed below as follows: Grantee: [?] Date of Grant: [?] RECITALS A. The Audacy 2022 Equity Compensation Plan (the ?Plan?) provides for the grant of restricted stock units to directors, employees and

As filed with the Securities and Exchange Commission on May 10, 2022

As filed with the Securities and Exchange Commission on May 10, 2022 Registration No.

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) Audacy, Inc. (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Equity Class A Common Stock, par v

As filed with the Securities and Exchange Commission on May 10, 2022

As filed with the Securities and Exchange Commission on May 10, 2022 Registration No.

Amended and Restated Audacy Employee Stock Purchase Plan

Exhibit 99.1 Amended and Restated Audacy Employee Stock Purchase Plan 1. Purpose of the Plan 1 2. Definitions 1 3. Administration of the Plan 3 4. Stock Subject to the Plan 4 5. Offering Periods 4 6. Eligibility 4 7. Payroll Deductions 5 8. Purchase Rights 6 9. Accrual Limitations 9 10. Effective Date and Term of the Plan 10 11. Amendment and Termination 11 12. General Provisions 11 1. PURPOSE OF

Audacy 2022 Equity Compensation Plan

Exhibit 99.1 AUDACY, INC. 2022 EQUITY COMPENSATION PLAN 1. Purposes of the Plan. The purposes of this Plan are to provide (a) designated employees of the Company or any Subsidiary of the Company, (b) certain consultants and advisors who perform services for the Company or any Subsidiary of the Company and (c) non-employee members of the Board with the opportunity to receive Awards. The Company bel

Filing Fee Table

EX-FILING FEES 6 d320138dexfilingfees.htm EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) Audacy, Inc. (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amou

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2022 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

AUDACY REPORTS FIRST QUARTER RESULTS First Quarter Net Revenues Increased 14% and Adjusted EBITDA Grew 152%

Exhibit 99.1 For Immediate Release May 9, 2022 Investor Contacts: Joseph Jaffoni, Jennifer Neuman, Norberto Aja JCIR (212) 835-2500 [email protected] Audacy Contact: Ashok Sinha SVP and Head of Communications (610) 822-0832 [email protected] AUDACY REPORTS FIRST QUARTER RESULTS First Quarter Net Revenues Increased 14% and Adjusted EBITDA Grew 152% Philadelphia, PA ? Audacy, Inc. (NYSE: AUD) today

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Employment Agreement dated March 4, 2020 between Audacy, Inc. (formerly Entercom Communications Corp.) and J.D. Crowley

EMPLOYMENT AGREEMENT For J.D. Crowley THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is by and between Entercom Operations, Inc. (the ?Company?) and J.D. Crowley (?Employee?). The Company agrees to employ the Employee and Employee agrees to full-time employment on and subject to the terms and conditions of this Agreement. 1.Employment. (a)Term. The Company agrees to employ Employee and Employee agre

Information Regarding Subsidiaries of Audacy, Inc.

EXHIBIT 21.1 INFORMATION REGARDING SUBSIDIARIES OF THE REGISTRANT Jurisdiction Name Under Which Name of Organization Subsidiary Does Business Audacy Corp. Delaware Audacy Corp. AmperWave, LLC. Delaware AmperWave, LLC. Audacy Arizona, LLC Delaware Audacy Arizona, LLC Audacy California, LLC Delaware Audacy California, LLC Audacy Colorado, LLC Delaware Audacy Colorado, LLC Audacy Connecticut, LLC Del

Employment Agreement, dated December 14, 2021, between Audacy, Inc. and David J. Field.

EXECUTION COPY AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into effective as of January 1, 2022 (the ?Effective Date?), by and between Audacy, Inc.

Employment Agreement dated December 14, 2021 between Audacy, Inc. and Susan R. Larkin.

MEMORANDUM TO: Susan Larkin FROM: Andrew Sutor [Sign or Initial Here] DATE: December 14, 2021 RE: First Amendment to Employment Agreement This memorandum (?First Amendment?) will confirm our agreement to amend and modify the terms of your Employment Agreement, dated March 4, 2020 (the ?Agreement?), between Audacy Operations, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-14461 Audacy, Inc. (

Page 1 of 1

MEMORANDUM TO: J.D. Crowley FROM: Andrew Sutor [Sign or Initial Here] DATE: December 14, 2021 RE: First Amendment to Employment Agreement This memorandum (?First Amendment?) will confirm our agreement to amend and modify the terms of your Employment Agreement, dated March 4, 2020 (the ?Agreement?), between Audacy Operations, Inc. (f/k/a ?Entercom Operations, Inc.?) (the ?Company?) and you, J.D. Cr

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2022 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Num

AUDACY REPORTS FOURTH QUARTER AND FULL YEAR RESULTS Fourth Quarter Net Revenues Increased 8% and Grew 13% Excluding Political Full Year Revenues Increased 15% and Full Year Adjusted EBITDA Increased 48%

Exhibit 99.1 For Immediate Release February 23, 2022 Investor Contacts: Joseph Jaffoni, Jennifer Neuman, Norberto Aja JCIR (212) 835-2500 [email protected] Audacy Contact: Ashok Sinha SVP and Head of Communications (610) 822-0832 [email protected] AUDACY REPORTS FOURTH QUARTER AND FULL YEAR RESULTS Fourth Quarter Net Revenues Increased 8% and Grew 13% Excluding Political Full Year Revenues Increas

AUD / Audacy Inc / Contrarius Investment Management Ltd - SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2. Audacy, Inc. (Name of Issuer) CLASS A COMMON STOCK (Title of Class of Securities) 05070N103 (CUSIP Number) December 31, 2021 (Date of

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2021 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Num

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2021 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Numb

As filed with the Securities and Exchange Commission on November 9, 2021

As filed with the Securities and Exchange Commission on November 9, 2021 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

AUDACY REPORTS THIRD QUARTER RESULTS Net Revenues Increased 23% and Adjusted EBITDA Increased 58%

Exhibit 99.1 For Immediate Release Investor Contacts: November 9, 2021 Joseph Jaffoni, Jennifer Neuman, Norberto Aja JCIR (212) 835-8500 [email protected] AUDACY REPORTS THIRD QUARTER RESULTS Net Revenues Increased 23% and Adjusted EBITDA Increased 58% Philadelphia, PA ? Audacy, Inc. (NYSE: AUD) today reported financial results for the quarter ended September 30, 2021. David J. Field, President and Chi

Second Supplemental Indenture, dated as of October 20, 2021, by and among Audacy Capital Corp., the guarantors named therein, and Deutsche Bank Trust Company Americas

Exhibit 4.3 Execution Version SECOND SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of October 20, 2021, by and among Audacy Capital Corp. (f/k/a Entercom Media Corp.), a Delaware corporation (the ?Issuer?), the guarantors party hereto (the ?Subsidiary Guarantors?) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (in such capacity, the ?Trustee

Audacy Announces Closing of $45 Million Add-On Offering of 6.500% Senior Secured Second-Lien Notes Due 2027

Exhibit 99.1 Audacy Announces Closing of $45 Million Add-On Offering of 6.500% Senior Secured Second-Lien Notes Due 2027 PHILADELPHIA, PA ? October 20, 2021 ? Audacy, Inc. (NYSE: AUD) (?Audacy? or the ?Company?) announced today that Audacy Capital Corp. (f/k/a Entercom Media Corp.) (the ?Issuer?), its wholly owned subsidiary, has completed its previously announced offering of $45 million in aggreg

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2021 AUDACY, INC. (Exact name of registrant as Specified in its charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2021 AUDACY, INC. (Exact name of registrant as Specified in its charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File

Audacy Announces Launch of $45 Million Add-On Offering of 6.500% Senior Secured Second-Lien Notes Due 2027

Exhibit 99.1 Audacy Announces Launch of $45 Million Add-On Offering of 6.500% Senior Secured Second-Lien Notes Due 2027 PHILADELPHIA, PA ? October 13, 2021 ? Audacy, Inc. (NYSE: AUD) (?Audacy? or the ?Company?) announced today that Audacy Capital Corp. (f/k/a Entercom Media Corp.) (the ?Issuer?), its wholly owned subsidiary, plans to offer, subject to market conditions and other factors, $45 milli

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2021 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 01

Employment Agreement dated April 12, 2021 between Audacy, Inc. and Richard Schmaeling.

AUDACY REPORTS SECOND QUARTER RESULTS Net Revenues Increased 73% and Spot Revenues Increased 98%

Exhibit 99.1 For Immediate Release August 6, 2021 Investor Contacts: Joseph Jaffoni, Jennifer Neuman, Norberto Aja JCIR (212) 835-8500 [email protected] AUDACY REPORTS SECOND QUARTER RESULTS Net Revenues Increased 73% and Spot Revenues Increased 98% Philadelphia, PA ? Audacy, Inc. (NYSE: AUD) today reported financial results for the quarter ended June 30, 2021. David J. Field, President and Chief Execu

Purchase and Sale Agreement, dated as of July 15, 2021, among Audacy Operations, Inc., the Originators party thereto and Audacy New York, LLC

Exhibit 10.2 Execution Version PURCHASE AND SALE AGREEMENT dated as of July 15, 2021 between AUDACY OPERATIONS, INC. as Servicer, THE ORIGINATORS PARTY HERETO and AUDACY NEW YORK, LLC as Transferee [TABLE OF CONTENTS] Page ARTICLE I DEFINITIONS AND RELATED MATTERS 1 SECTION 1.1 Defined Terms 1 SECTION 1.2 Other Interpretive Matters 2 ARTICLE II AGREEMENT TO PURCHASE AND SELL 2 SECTION 2.1 Purchase

Receivables Purchase Agreement, dated as of July 15, 2021, by and among Audacy Receivables, LLC, Autobahn Funding Company LLC, DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main and Audacy Operations, Inc.

Exhibit 10.1 EXECUTION VERSION RECEIVABLES PURCHASE AGREEMENT Dated as of July 15, 2021 by and among AUDACY RECEIVABLES, LLC, as Seller, AUTOBAHN FUNDING COMPANY LLC, as Investor, DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, as Agent, and AUDACY OPERATIONS, INC., as initial Servicer TABLE OF CONTENTS Page ARTICLE I???DEFINITIONS 1 SECTION 1.01. Certain Defined Terms 1 SECTIO

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2021 AUDACY, INC. (Exact name of registrant as Specified in its charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Num

Sale and Contribution Agreement, dated as of July 15, 2021, among Audacy Operations, Inc., Audacy New York, LLC and Audacy Receivables, LLC

Exhibit 10.3 EXECUTION VERSION SALE AND CONTRIBUTION AGREEMENT dated as of July 15, 2021 between AUDACY OPERATIONS, INC. as Servicer, AUDACY NEW YORK, LLC, as Transferor, and AUDACY RECEIVABLES, LLC, as Transferee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND RELATED MATTERS 1 SECTION 1.1 Defined Terms 1 SECTION 1.2 Other Interpretive Matters 2 ARTICLE II AGREEMENT TO PURCHASE, SELL AND CONTRIB

Audacy Equity Compensation Plan (incorporated by reference to Exhibit 10.2 to Audacy, Inc.’s Current Report on Form 8-K (SEC File No. 001-14461) filed on May 19, 2021)

Exhibit 10.2 AUDACY EQUITY COMPENSATION PLAN (As Amended Through May 14, 2021)1 The purpose of the Audacy Equity Compensation Plan (the ?Plan?) is to provide (i) designated employees of Audacy, Inc. (the ?Company?) and its subsidiaries, (ii) certain consultants and advisors who perform services for the Company or its subsidiaries and (iii) non-employee members of the Board of Directors of the Comp

Audacy Nonemployee Director Compensation Policy

Exhibit 10.1 Audacy, Inc. Non-employee Director Compensation Policy Cash Compensation: Annual Board Retainer: $80,000 per year. Committee Non-chair / Membership Fee: ? Audit Committee - $20,000 per year ? Compensation Committee - $15,000 per year; and ? Nominating/Corporate Governance Committee - $10,000 per year. Committee Chair / Membership Fee: ? Audit Committee Chair - $35,000 per year; ? Comp

As filed with the Securities and Exchange Commission on May 19, 2021

As filed with the Securities and Exchange Commission on May 19, 2021 Registration Nos.

As filed with the Securities and Exchange Commission on May 19, 2021

As filed with the Securities and Exchange Commission on May 19, 2021 Registration Nos.

As filed with the Securities and Exchange Commission on May 19, 2021

As filed with the Securities and Exchange Commission on May 19, 2021 Registration No.

As filed with the Securities and Exchange Commission on May 19, 2021

S-8 POS 1 d156323ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on May 19, 2021 Registration Nos. 333-71481, 333-85638, 333-141493, 333-221839, 333-235510, 333-236813 and 333-250101 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-71481 Post-Effe

As filed with the Securities and Exchange Commission on May 19, 2021

As filed with the Securities and Exchange Commission on May 19, 2021 Registration Nos.

Audacy Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.3 to Audacy, Inc.’s Current Report on Form 8-K (SEC File No. 001-14461) filed on May 19, 2021)

Exhibit 10.3 AUDACY EMPLOYEE STOCK PURCHASE PLAN 1. Purpose of the Plan 1 2. Definitions 1 3. Administration of the Plan 3 4. Stock Subject to the Plan 3 5. Offering Periods 4 6. Eligibility 4 7. Payroll Deductions 5 8. Purchase Rights 6 9. Accrual Limitations 9 10. Effective Date and Term of the Plan 10 11. Amendment and Termination 11 12. General Provisions 11 1. PURPOSE OF THE PLAN The Audacy E

As filed with the Securities and Exchange Commission on May 19, 2021

As filed with the Securities and Exchange Commission on May 19, 2021 Registration Nos.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2021 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Number)

As filed with the Securities and Exchange Commission on May 19, 2021

As filed with the Securities and Exchange Commission on May 19, 2021 Registration Nos.

As filed with the Securities and Exchange Commission on May 19, 2021

As filed with the Securities and Exchange Commission on May 19, 2021 Registration Nos.

Amended and Restated Articles of Incorporation of Audacy, Inc.

Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AUDACY, INC. (A Pennsylvania Corporation) The Articles of Incorporation of Audacy, Inc. are hereby amended and restated in their entirety to read as follows: FIRST: Corporate Name. The name of the corporation is Audacy, Inc. (hereinafter referred to as the ?Corporation?). SECOND: Registered Office. The location and post office address o

As filed with the Securities and Exchange Commission on May 19, 2021

As filed with the Securities and Exchange Commission on May 19, 2021 Registration Nos.

Audacy Acquisition Equity Compensation Plan

Exhibit 10.4 AUDACY ACQUISITION EQUITY COMPENSATION PLAN As Amended and Restated 1. Purpose of Plan. This Audacy Acquisition Equity Compensation Plan (the ?Plan?) was assumed by Audacy Inc., a Pennsylvania corporation (the ?Company?) in connection with the merger of QL Gaming Group, LLC (formerly RotoQL, Inc.) and a merger subsidiary of the Company. The Plan is designed to offer employees, directo

As filed with the Securities and Exchange Commission on May 19, 2021

As filed with the Securities and Exchange Commission on May 19, 2021 Registration Nos.

Amended and Restated Bylaws of Audacy, Inc.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS AUDACY, INC. ARTICLE I Name and Seal Section 1.01. Name. The name of the Corporation is ?Audacy, Inc.? Section 1.02. State of Incorporation. The Corporation is incorporated under the laws of the Commonwealth of Pennsylvania. Section 1.03. Seal. The corporate seal of the Corporation shall have inscribed thereon the name of the Corporation, the year of its org

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2021 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

AUDACY REPORTS FIRST QUARTER RESULTS

EX-99.1 Exhibit 99.1 For Immediate Release Investor Contacts: May 7, 2021 Joseph Jaffoni, Jennifer Neuman, Norberto Aja JCIR (212) 835-8500 [email protected] AUDACY REPORTS FIRST QUARTER RESULTS Philadelphia, PA — Audacy, Inc. (NYSE: AUD) today reported financial results for the quarter ended March 31, 2021. From David J. Field, President and Chief Executive Officer, Audacy: “The year has gotten off to

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on May 04, 2021, pursuant to the provisions of Rule 12d2-2 (a).

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2021 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Number

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2021 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commission File Number

Articles of Amendment, filed March 30, 2021.

Exhibit 3.1 ARTICLES OF AMENDMENT 1. The name of the Corporation is Entercom Communications Corp. 2. The registered office of the corporation is c/o CT Corporation System. The registered office of the Corporation shall be deemed for venue and official publication purposes to be located in Dauphin County. 3. The Corporation was incorporated under the provisions of the Business Corporation Law, Act

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2021 ENTERCOM COMMUNICATIONS CORP. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commi

ENTERCOM REBRANDS, CHANGES NAME TO AUDACY New Brand Marks Company’s Transformation into a Scaled Multi-Platform Audio Content and Entertainment Leader

Exhibit 99.1 ENTERCOM REBRANDS, CHANGES NAME TO AUDACY New Brand Marks Company?s Transformation into a Scaled Multi-Platform Audio Content and Entertainment Leader PHILADELPHIA, PA ? March 30, 2021 ? Entercom Communications Corp. (NYSE: ETM) today announced that it is transitioning its brand name to Audacy, effective immediately. Over the past three years, the company has purposefully evolved into

Indenture, dated as of March 25, 2021, by and among Entercom Media Corp., the guarantors named therein, and Deutsche Bank Trust Company Americas.

EX-4.1 2 d101733dex41.htm EX-4.1 Exhibit 4.1 Execution Version ENTERCOM MEDIA CORP., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of March 25, 2021 6.750% SENIOR SECURED SECOND-LIEN NOTES DUE 2029 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01. Definitions 1 Section 1.02. Other

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2021 ENTERCOM COMMUNICATIONS CORP. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commi

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Entercom Announces Launch of $500 Million Offering of Senior Secured Second-Lien Notes

Exhibit 99.1 Entercom Announces Launch of $500 Million Offering of Senior Secured Second-Lien Notes PHILADELPHIA, PA ? March 11, 2021 ? Entercom Communications Corp. (NYSE: ETM) (?Entercom?), a leading media and entertainment company and one of the largest radio broadcasters in the United States, announced today that Entercom Media Corp. (the ?Issuer?), its wholly owned subsidiary, plans to offer,

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2021 ENTERCOM COMMUNICATIONS CORP. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commi

Entercom Announces Pricing of Upsized $540 Million Offering of Senior Secured Second-Lien Notes

Exhibit 99.2 Entercom Announces Pricing of Upsized $540 Million Offering of Senior Secured Second-Lien Notes PHILADELPHIA, PA ? March 11, 2021 ? Entercom Communications Corp. (NYSE: ETM) (?Entercom?), a leading media and entertainment company and one of the largest radio broadcasters in the United States, announced today that Entercom Media Corp. (the ?Issuer?), its wholly owned subsidiary, has pr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2021 ENTERCOM COMMUNICATIONS CORP. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commis

Amendment No. 6, dated March 5, 2021, to the Credit Agreement, dated October 17, 2016 (as amended), among Entercom Media Corp., the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent

EX-10.1 2 d194882dex101.htm EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 6, dated as of March 5, 2021 (this “Amendment”), to the Credit Agreement, dated as of October 17, 2016 (as amended, restated, modified or otherwise supplemented prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Amendment, the “Credit Agreement”), by and among E

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2021 ENTERCOM COMMUNICATIONS CORP. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commis

Information Regarding Subsidiaries of Entercom Communications Corp.

EXHIBIT 21.1 INFORMATION REGARDING SUBSIDIARIES OF THE REGISTRANT Jurisdiction Name Under Which Name of Organization Subsidiary Does Business Entercom, Inc. Delaware Entercom, Inc. Entercom Arizona, LLC Delaware Entercom Arizona, LLC Entercom California, LLC Delaware Entercom California, LLC Entercom Colorado, LLC Delaware Entercom Colorado, LLC Entercom Connecticut, LLC Delaware Entercom Connecti

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-14

Employment Agreement dated May 5, 2020, between Audacy, Inc. (formerly Entercom Communications Corp.) and Susan R. Larkin.

EMPLOYMENT AGREEMENT For Susan Larkin THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is by and between Entercom Operations, Inc.

Employment Agreement, dated March 5, 2020, between Entercom Communications Corp. and Robert Philips.

EMPLOYMENT AGREEMENT This Agreement is made as of March 5, 2020, by and between Entercom Operations, Inc.

ENTERCOM COMMUNICATIONS REPORTS FOURTH QUARTER RESULTS, REVENUES UP 19% SEQUENTIALLY FROM 3Q TO 4Q

EX-99.1 Exhibit 99.1 For Immediate Release Contacts: February 24, 2021 Joseph Jaffoni, Jennifer Neuman, Norberto Aja JCIR (212) 835-8500 [email protected] ENTERCOM COMMUNICATIONS REPORTS FOURTH QUARTER RESULTS, REVENUES UP 19% SEQUENTIALLY FROM 3Q TO 4Q Philadelphia, PA — Entercom Communications Corp. (NYSE: ETM) today reported financial results for the quarter ended December 31, 2020. Fourth Quarter S

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2021 ENTERCOM COMMUNICATIONS CORP. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Co

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2021 ENTERCOM COMMUNICATIONS CORP. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction (Commission (I.R.S. E

MONIQUE NELSON JOINS ENTERCOM BOARD OF DIRECTORS

EX-99.1 2 d143473dex991.htm EX-99.1 Exhibit 99.1 MONIQUE NELSON JOINS ENTERCOM BOARD OF DIRECTORS PHILADELPHIA, PA – February 17, 2021 – Entercom Communications Corp. (NYSE: ETM), today announced the appointment of Monique Nelson to its Board of Directors, effective immediately. Nelson currently serves as the Chair and Chief Executive Officer of UWG, the country’s longest-standing multicultural ad

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Entercom Communications Corp. Class A Title of Class of Securities: Common Stock CUSIP Number: 293639100 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Sc

ETM / Entercom Communications Corp. / FIELD JOSEPH M - SCHEDULE 13D AMENDMENT NO.14 Activist Investment

Schedule 13D Amendment No.14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 14) Entercom Communications Corp. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 293639100 (CUSIP Number) Joseph M. Field c/o Entercom Communications Corp. 2400 Market Street, 4th

QLGG 2017 Stock Incentive Plan

EX-99.1 Exhibit 99.1 QLGG 2017 STOCK INCENTIVE PLAN As Amended and Restated 1. Purpose of Plan. This QLGG 2017 Stock Incentive Plan (the “Plan”) was assumed by Entercom Communications Corp., a Pennsylvania corporation (the “Company”) in connection with the merger of QL Gaming Group, LLC (formerly RotoQL, Inc.) and a merger subsidiary of the Company. The Plan is designed to offer employees, directo

- FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on November 16, 2020 Registration No.

- FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on November 16, 2020 Registration No.

Amendment No. 5, dated July 20, 2020, to the Credit Agreement, dated October 17, 2016 (as amended), among Audacy Capital Corp. (formerly Entercom Media Corp.), the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent

Execution Version AMENDMENT NO. 5, dated as of July 20, 2020 (this “Amendment”), to the Credit Agreement, dated as of October 17, 2016 (as amended, restated, modified or otherwise supplemented prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Amendment, the “Credit Agreement”), by and among ENTERCOM MEDIA CORP. (formerly known as CBS RADIO

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

ENTERCOM COMMUNICATIONS REPORTS THIRD QUARTER RESULTS, REVENUES UP 53% SEQUENTIALLY FROM 2Q TO 3Q

EX-99.1 Exhibit 99.1 For Immediate Release Contacts: November 6, 2020 Joseph Jaffoni, Jennifer Neuman, Norberto Aja JCIR (212) 835-8500 [email protected] ENTERCOM COMMUNICATIONS REPORTS THIRD QUARTER RESULTS, REVENUES UP 53% SEQUENTIALLY FROM 2Q TO 3Q Philadelphia, PA — Entercom Communications Corp. (NYSE: ETM) today reported financial results for the quarter ended September 30, 2020. Third Quarter Sum

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2020 ENTERCOM COMMUNICATIONS CORP. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Com

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 01

ENTERCOM COMMUNICATIONS REPORTS PANDEMIC IMPACTED SECOND QUARTER RESULTS Generated Monthly Sequential Revenue Improvements Every Month Since April with Third Quarter Business on Books Already 30% Greater than Second Quarter Revenue

EX-99.1 Exhibit 99.1 For Immediate Release Contacts: August 7, 2020 Joseph Jaffoni, Jennifer Neuman, Norberto Aja JCIR (212) 835-8500 [email protected] ENTERCOM COMMUNICATIONS REPORTS PANDEMIC IMPACTED SECOND QUARTER RESULTS Generated Monthly Sequential Revenue Improvements Every Month Since April with Third Quarter Business on Books Already 30% Greater than Second Quarter Revenue Philadelphia, PA — En

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2020 ENTERCOM COMMUNICATIONS CORP. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commi

Amendment No. 5, dated July 20, 2020, to the Credit Agreement, dated October 17, 2016 (as amended), among Entercom Media Corp., the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent

Execution Version AMENDMENT NO. 5, dated as of July 20, 2020 (this “Amendment”), to the Credit Agreement, dated as of October 17, 2016 (as amended, restated, modified or otherwise supplemented prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Amendment, the “Credit Agreement”), by and among ENTERCOM MEDIA CORP. (formerly known as CBS RADIO

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2020 ENTERCOM COMMUNICATIONS CORP. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commis

ENTERCOM COMMUNICATIONS ANNOUNCES AMENDMENT OF ITS CREDIT AGREEMENT

ENTERCOM COMMUNICATIONS ANNOUNCES AMENDMENT OF ITS CREDIT AGREEMENT PHILADELPHIA, PA – July 20, 2020 – Entercom Communications Corp.

ETM / Entercom Communications Corp. / JP Morgan Chase & Co - FILING ENTERCOM COMMUNICATIONS CORP. Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 02)* Entercom Communications Corp. (Name of Issuer) Class A Common Stock, par value $.01 per share (Title of Class of Securities) 293639100 (CUSIP Number) June 30, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriat

ETM / Entercom Communications Corp. / FIELD JOSEPH M - SCHEDULE 13D AMENDMENT NO.13 Activist Investment

Schedule 13D Amendment No.13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 13) Entercom Communications Corp. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 293639100 (CUSIP Number) Joseph M. Field c/o Entercom Communications Corp. 2400 Market Street, 4th

Quarterly Report - 10-Q/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2020 ENTERCOM COMMUNICATIONS CORP. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction of Incorporation) (Commiss

ENTERCOM COMMUNICATIONS REPORTS FIRST QUARTER RESULTS

EX-99.1 Exhibit 99.1 For Immediate Release Contacts: May 14, 2020 Joseph Jaffoni, Jennifer Neuman, Norberto Aja JCIR (212) 835-8500 [email protected] ENTERCOM COMMUNICATIONS REPORTS FIRST QUARTER RESULTS Philadelphia, PA—Entercom Communications Corp. (NYSE: ETM) today reported financial results for the quarter ended March 31, 2020. Key Highlights • After being up over 7% February YTD, net revenues for