SALM Pengajuan SEC - Salem Media Group, Inc.- Laporan Tahunan, Pernyataan Kuasa, Prospektus

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SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Salem Media Group, Inc.

SEC Filings (Chronological Order)

Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.

February 9, 2024	15-12G	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 OMB APPROVAL OMB Number: 3235-0167 Expires: July 31, 2024 Estimated average burden hours per response 1.
January 25, 2024	EX-10.1	SIENA LENDING GROUP LLC 9 W Broad Street, 5th Floor, Suite 540 Stamford, Connecticut 06902 Exhibit 10.1 Execution Version SIENA LENDING GROUP LLC 9 W Broad Street, 5th Floor, Suite 540 Stamford, Connecticut 06902 January 19, 2024 VIA ELECTRONIC MAIL Salem Media Group, Inc. 4880 Santa Rosa Road Camarillo, CA 93012 Attn: Evan Masyr, CFO and Christopher J. Henderson, General Counsel Email: [email protected] and [email protected] Re: Letter Amendment and Consent re 4880 Santa Rosa Roa
January 25, 2024	8-K	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): January 19, 2024 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commissio
January 19, 2024	S-8 POS	As filed with the Securities and Exchange Commission on January 19, 2024 As filed with the Securities and Exchange Commission on January 19, 2024 Registration No.
January 19, 2024	S-8 POS	As filed with the Securities and Exchange Commission on January 19, 2024 As filed with the Securities and Exchange Commission on January 19, 2024 Registration No.
January 19, 2024	S-8 POS	As filed with the Securities and Exchange Commission on January 19, 2024 As filed with the Securities and Exchange Commission on January 19, 2024 Registration No.
January 19, 2024	POS AM	As filed with the Securities and Exchange Commission on January 19, 2024 As filed with the Securities and Exchange Commission on January 19, 2024 Registration No.
January 19, 2024	S-8 POS	As filed with the Securities and Exchange Commission on January 19, 2024 As filed with the Securities and Exchange Commission on January 19, 2024 Registration No.
January 19, 2024	S-8 POS	As filed with the Securities and Exchange Commission on January 19, 2024 As filed with the Securities and Exchange Commission on January 19, 2024 Registration No.
January 8, 2024	25	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-26497 Salem Media Group, OMB APPROVAL OMB Number: 3235-0080 Expires: May 31, 2024 Estimated average burden hours per response 1.
December 29, 2023	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): December 22, 2023 SALEM MEDIA GRO 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 22, 2023 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commissi
December 29, 2023	EX-99.1	December 29, 2023 Exhibit 99.1 December 29, 2023 Salem Media Group Announces Voluntary Delisting from the Nasdaq Global Market IRVING, Texas—(BUSINESS WIRE)— Salem Media Group, Inc. (the “Company”) (NASDAQ: SALM) announced today that it has given formal notice to the Nasdaq Stock Market of its intention to voluntarily delist its Class A Common Stock from the Nasdaq Global Market and to deregister its Class A Common
December 27, 2023	EX-99.1	Salem Media Group Announces New Revolving Credit Facility with Siena Lending Group Exhibit 99.1 Salem Media Group Announces New Revolving Credit Facility with Siena Lending Group IRVING, Texas—(BUSINESS WIRE)— Salem Media Group, Inc. (NASDAQ: SALM) (the “Company”) today announced that it has closed a new $26.0 million 3-year asset-based revolving credit facility with Siena Lending Group (the “New Revolving Facility”), which refinanced its prior revolving facility with Wells Farg
December 27, 2023	8-K	Entry into a Material Definitive Agreement, 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): December 26, 2023 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commissi
December 27, 2023	EX-10.2	FIRST AMENDMENT TO INTERCREDITOR AGREEMENT Exhibit 10.2 Execution Version FIRST AMENDMENT TO INTERCREDITOR AGREEMENT THIS FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (this “Amendment”) is entered into as of December 26, 2023, by and between SIENA LENDING GROUP LLC (“Siena”), in its capacity as lender under the Revolving Loan Documents (as defined in the Intercreditor Agreement), including its successors and assigns in such capacity from tim
December 27, 2023	EX-10.1	LOAN AND SECURITY AGREEMENT Dated as of December 26, 2023 SIENA LENDING GROUP LLC, as Lender, SALEM MEDIA GROUP, INC., SALEM COMMUNICATIONS HOLDING CORPORATION, AIR HOT, INC., SALEM MANAGEMENT SERVICES, INC., HISPANOS COMMUNICATIONS, LLC, SCA LICENSE Exhibit 10.1 Execution Version LOAN AND SECURITY AGREEMENT Dated as of December 26, 2023 among SIENA LENDING GROUP LLC, as Lender, SALEM MEDIA GROUP, INC., SALEM COMMUNICATIONS HOLDING CORPORATION, AIR HOT, INC., SALEM MANAGEMENT SERVICES, INC., HISPANOS COMMUNICATIONS, LLC, SCA LICENSE CORPORATION, SALEM RADIO OPERATIONS, LLC, BISON MEDIA, INC., EAGLE PRODUCTS, LLC, INSPIRATION MEDIA, INC., NEW I
December 1, 2023	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): December 1, 2023 SALEM MEDIA GROU 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 1, 2023 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commissio
December 1, 2023	EX-10.1	AMENDMENT NUMBER ELEVEN TO CREDIT AGREEMENT AND AMENDMENT TO FORBEARANCE AGREEMENT AND AMENDMENT NUMBER SEVEN TO CREDIT AGREEMENT AND AMENDMENT NUMBER ONE TO GUARANTY AND SECURITY AGREEMENT EX-10.1 Exhibit 10.1 AMENDMENT NUMBER ELEVEN TO CREDIT AGREEMENT AND AMENDMENT TO FORBEARANCE AGREEMENT AND AMENDMENT NUMBER SEVEN TO CREDIT AGREEMENT AND AMENDMENT NUMBER ONE TO GUARANTY AND SECURITY AGREEMENT This AMENDMENT NUMBER ELEVEN TO CREDIT AGREEMENT AND AMENDMENT TO FORBEARANCE AGREEMENT AND AMENDMENT NUMBER SEVEN TO CREDIT AGREEMENT AND AMENDMENT NUMBER ONE TO GUARANTY AND SECURITY AGRE
November 13, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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 PURSU Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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 NUMB
November 13, 2023	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 13, 2023 SALEM MEDIA GRO 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 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commissi
November 13, 2023	EX-99.1	SALEM MEDIA GROUP, INC. ANNOUNCES THIRD QUARTER 2023 TOTAL REVENUE OF $63.5 MILLION EX-99.1 Exhibit 99.1 SALEM MEDIA GROUP, INC. ANNOUNCES THIRD QUARTER 2023 TOTAL REVENUE OF $63.5 MILLION IRVING, TX November 13, 2023 – Salem Media Group, Inc. (the “company”) (Nasdaq: SALM) released its results for the three and nine months ended September 30, 2023. Third Quarter 2023 Results For the three months ended September 30, 2023 compared to the three months ended September 30, 2022: Cons
November 13, 2023	EX-10.1	Asset Purchase Agreement dated September 29, 2023 to sell Salem Church Products. EX-10.1 Exhibit 10.1 Execution Version ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (“Agreement”) is made as of this 29th day of September, 2023 by and between Salem Web Network, LLC, a Delaware limited liability company (“Seller”), Gloo Acquisition Corp I, LLC, a Delaware limited liability company (“Buyer”), and, solely with respect to Section 8.2 and Section 11.16, Salem Media Group, I
November 3, 2023	EX-10.1	Amendment Number Ten to Credit Agreement and Amendment to Forbearance Agreement and Amendment Number Seven to Credit Agreement and Amendment Number One to Guaranty and Security Agreement, dated as of November 2, 2023 Exhibit 10.1 AMENDMENT NUMBER TEN TO CREDIT AGREEMENT AND AMENDMENT TO FORBEARANCE AGREEMENT AND AMENDMENT NUMBER SEVEN TO CREDIT AGREEMENT AND AMENDMENT NUMBER ONE TO GUARANTY AND SECURITY AGREEMENT This AMENDMENT NUMBER TEN TO CREDIT AGREEMENT AND AMENDMENT TO FORBEARANCE AGREEMENT AND AMENDMENT NUMBER SEVEN TO CREDIT AGREEMENT AND AMENDMENT NUMBER ONE TO GUARANTY AND SECURITY AGREEMENT (this “A
November 3, 2023	8-K	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 2, 2023 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commissio
October 4, 2023	EX-99.1	Salem Media Group Announces Plan to Sell Its Salem Church Product Business EX-99.1 Exhibit 99.1 Salem Media Group Announces Plan to Sell Its Salem Church Product Business IRVING, Texas —(BUSINESS WIRE)—Salem Media Group, Inc. (NASDAQ: SALM) announced today that it entered into an agreement to sell its Salem Church Products business to Gloo, LLC for $30 million. When the transaction closes, scheduled for November 1, the parties will also enter into a $10 million multi-yea
October 4, 2023	8-K	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 29, 2023 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commiss
September 29, 2023	EX-10.1	Amendment Number Nine to Credit Agreement and Amendment to Forbearance Agreement and Amendment Number Seven to Credit Agreement and Amendment Number One to Guaranty and Security Agreement, dated as of September 28, 2023 Exhibit 10.1 AMENDMENT NUMBER NINE TO CREDIT AGREEMENT AND AMENDMENT TO FORBEARANCE AGREEMENT AND AMENDMENT NUMBER SEVEN TO CREDIT AGREEMENT AND AMENDMENT NUMBER ONE TO GUARANTY AND SECURITY AGREEMENT This AMENDMENT NUMBER NINE TO CREDIT AGREEMENT AND AMENDMENT TO FORBEARANCE AGREEMENT AND AMENDMENT NUMBER SEVEN TO CREDIT AGREEMENT AND AMENDMENT NUMBER ONE TO GUARANTY AND SECURITY AGREEMENT (this
September 29, 2023	8-K	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 28, 2023 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commiss
September 1, 2023	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): August 30, 2023 SALEM MEDIA GROUP 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 30, 2023 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commission
September 1, 2023	EX-10.1	Amendment Number Eight to Credit Agreement and Amendment to Forbearance Agreement and Amendment Number Seven to Credit Agreement and Amendment Number One to Guaranty and Security Agreement, dated as of August 30, 2023 Exhibit 10.1 AMENDMENT NUMBER EIGHT TO CREDIT AGREEMENT AND AMENDMENT TO FORBEARANCE AGREEMENT AND AMENDMENT NUMBER SEVEN TO CREDIT AGREEMENT AND AMENDMENT NUMBER ONE TO GUARANTY AND SECURITY AGREEMENT This AMENDMENT NUMBER EIGHT TO CREDIT AGREEMENT AND AMENDMENT TO FORBEARANCE AGREEMENT AND AMENDMENT NUMBER SEVEN TO CREDIT AGREEMENT AND AMENDMENT NUMBER ONE TO GUARANTY AND SECURITY AGREEMENT (thi
August 11, 2023	8-K	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): August 7, 2023 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commission
August 11, 2023	EX-10.1	Forbearance Agreement and Amendment Number Seven to Credit Agreement and Amendment Number One to Guaranty and Security Agreement, dated as of August 7, 2023 EX-10.1 Exhibit 10.1 Execution Version FORBEARANCE AGREEMENT AND AMENDMENT NUMBER SEVEN TO CREDIT AGREEMENT AND AMENDMENT NUMBER ONE TO GUARANTY AND SECURITY AGREEMENT This FORBEARANCE AGREEMENT AND AMENDMENT NUMBER SEVEN TO CREDIT AGREEMENT AND AMENDMENT NUMBER ONE TO GUARANTY AND SECURITY AGREEMENT (this “Forbearance Agreement”), dated as of August 7, 2023 is entered into by and among the lender
August 9, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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 T Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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 000-26497 SALE
August 8, 2023	EX-99.1	SALEM MEDIA GROUP, INC. ANNOUNCES SECOND QUARTER 2023 TOTAL REVENUE OF $65.8 MILLION Exhibit 99.1 SALEM MEDIA GROUP, INC. ANNOUNCES SECOND QUARTER 2023 TOTAL REVENUE OF $65.8 MILLION IRVING, TX August 8, 2023 – Salem Media Group, Inc. (the “company”) (Nasdaq: SALM) released its results for the three and six months ended June 30, 2023. Second Quarter 2023 Results For the three months ended June 30, 2023 compared to the three months ended June 30, 2022: Consolidated • Total revenue
August 8, 2023	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): August 8, 2023 SALEM MEDIA GROUP, 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 8, 2023 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commission
June 23, 2023	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): June 23, 2023 SALEM MEDIA GROUP, 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 23, 2023 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commission F
May 19, 2023	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): May 17, 2023 SALEM MEDIA GROUP, I 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 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commission Fi
May 10, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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 000-26497 SAL
May 9, 2023	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): May 9, 2023 SALEM MEDIA GROUP, IN 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, 2023 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction (Commission (IRS Employer of Inco
May 9, 2023	EX-99.1	SALEM MEDIA GROUP, INC. ANNOUNCES FIRST QUARTER 2023 TOTAL REVENUE OF $63.5 MILLION EX-99.1 2 d65454dex991.htm EX-99.1 Exhibit 99.1 SALEM MEDIA GROUP, INC. ANNOUNCES FIRST QUARTER 2023 TOTAL REVENUE OF $63.5 MILLION IRVING, TX May 9, 2023 – Salem Media Group, Inc. (the “company”) (Nasdaq: SALM) released its results for the three months ended March 31, 2023. First Quarter 2023 Results For the three months ended March 31, 2023 compared to the three months ended March 31, 2022: Cons
April 3, 2023	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 (Amendment No. ) DEFA14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
April 3, 2023	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 (Amendment No. ) DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
March 24, 2023	PRE 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 (Amendment No. ) PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
March 20, 2023	EX-4.2	First Supplemental Indenture, dated as of March 20, 2023, among Salem Media Group, Inc., the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee and collateral agent EX-4.2 Exhibit 4.2 EXECUTION VERSION FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of March 20, 2023, by and among Salem Media Group, Inc., a Delaware corporation (the “Issuer”), the “Guarantors” (as defined in the Indenture referred to below) and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank Nationa
March 20, 2023	EX-4.4	Form of 7.125% Senior Secured Note due 2028 EX-4.4 Exhibit 4.4 7.125% Senior Secured Notes due 2028 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DES
March 20, 2023	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): March 20, 2023 SALEM MEDIA GROUP, 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 20, 2023 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commission
March 13, 2023	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ 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 SE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ 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 COMMISSION FILE NUMBER 000-26497 SALEM MEDIA GROUP, INC. (EXACT NAME OF REGISTRANT AS SPECIFI
March 13, 2023	EX-21	Subsidiaries of Salem Media Group Inc. EX-21 EXHIBIT 21 SUBSIDIARIES OF SALEM MEDIA GROUP, INC. Name State of Formation Air Hot, Inc. Delaware Bison Media, Inc. Colorado Salem Communications Holding Corporation Ohio Eagle Products, LLC Delaware Inspiration Media, Inc. Washington Inspiration Media of Texas, LLC Texas New Inspiration Broadcasting Company, Inc. California News Aggregator, LLC Delaware NI Acquisition Corporation California
March 13, 2023	EX-14	Code of Ethics EX-14 EXHIBIT 14 Financial Code of Conduct Salem Media Group, Inc. (the “Company”) has always held itself and its directors and employees to the highest standards of ethical behavior in all business dealings. These standards include an expectation that the integrity of the Company’s financial reporting will never be compromised. All Salem employees and directors have a primary responsibility to en
March 8, 2023	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): March 8, 2023 SALEM MEDIA GROUP, 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 8, 2023 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commission F
March 8, 2023	EX-99.1	SALEM MEDIA GROUP, INC. ANNOUNCES FOURTH QUARTER 2022 TOTAL REVENUE OF $68.8 MILLION EX-99.1 Exhibit 99.1 SALEM MEDIA GROUP, INC. ANNOUNCES FOURTH QUARTER 2022 TOTAL REVENUE OF $68.8 MILLION IRVING, TX March 8, 2023 – Salem Media Group, Inc. (Nasdaq: SALM) released its results for the three and twelve months ended December 31, 2022. Fourth Quarter 2022 Results For the quarter ended December 31, 2022 compared to the quarter ended December 31, 2021: Consolidated • Total revenue decr
February 24, 2023	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): February 24, 2023 SALEM MEDIA GRO 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, 2023 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commissi
January 3, 2023	CORRESP	Salem Media Group, Inc. 6400 North Belt Line Road Irving, TX 75063 January 3, 2023 CORRESP 1 filename1.htm Salem Media Group, Inc. 6400 North Belt Line Road Irving, TX 75063 January 3, 2023 Via EDGAR Correspondence Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F. Street, N.E. Washington D. C. 20549 Re: Acceleration of Effective Date Salem Media Group, Inc. Registration Statement on Form S-3 File No. 333-267721 Ladies and Gentlemen: I
December 22, 2022	CORRESP	Salem Media Group, Inc. 6400 North Belt Line Road Irving, TX 75063 December 22, 2022 CORRESP 1 filename1.htm Salem Media Group, Inc. 6400 North Belt Line Road Irving, TX 75063 December 22, 2022 Via EDGAR Correspondence Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F. Street, N.E. Washington D. C. 20549 Re: Withdrawal of Request for Acceleration of Effective Date Salem Media Group, Inc. Registration Statement on Form S-3 File No. 333-26
December 20, 2022	CORRESP	Salem Media Group, Inc. 6400 North Belt Line Road Irving, TX 75063 December 20, 2022 CORRESP 1 filename1.htm Salem Media Group, Inc. 6400 North Belt Line Road Irving, TX 75063 December 20, 2022 Via EDGAR Correspondence Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F. Street, N.E. Washington D. C. 20549 Re: Acceleration of Effective Date Salem Media Group, Inc. Registration Statement on Form S-3 File No. 333-267721 Ladies and Gentlemen:
December 13, 2022	EX-10.1	Memorandum of Terms of Employment between Salem Communications Holding Corporation and E. Allen Power, effective as of January 1, 2023. Exhibit 10.1 MEMORANDUM OF TERMS OF EMPLOYMENT THIS MEMORANDUM OF TERMS OF EMPLOYMENT (?Memorandum?), is made and entered into as of January 1, 2023 by and between Salem Communications Holding Corporation (hereinafter referred to as ?Employer?), a wholly owned subsidiary of Salem Media Group, Inc. (hereinafter referred to as ?Salem Media Group?), and E. Allen Power (hereinafter referred to as ?Emp
December 13, 2022	EX-10.2	Memorandum of Terms of Employment between Salem Communications Holding Corporation and Evan Masyr, effective as of January 1, 2023. Exhibit 10.2 MEMORANDUM OF TERMS OF EMPLOYMENT THIS MEMORANDUM OF TERMS OF EMPLOYMENT (?Memorandum?), is made and entered into effective as of January 1, 2023, by and between Salem Communications Holding Corporation (hereinafter referred to as ?Employer?), and Evan D. Masyr (hereinafter referred to as ?Executive?), upon the following terms and conditions: RECITALS WHEREAS, Employer is a wholly own
December 13, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement 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 7, 2022 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commissio
December 9, 2022	EX-4.5	Form of Indenture Exhibit 4.5 SALEM MEDIA GROUP, INC. Issuer AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of , 20 Debt Securities CROSS-REFERENCE TABLE(1) SECTION OF TRUST INDENTURE ACT OF 1939, AS AMENDED SECTION(S) OF INDENTURE 310(a) 7.9 310(b) 7.8 311(a) 7.13 311(b) 7.13 312(a) 5.1, 5.2(a) 312(b) 5.2(b) 312(c) 5.2(c) 313(a) 5.4 313(b) 5.4 313(c) 5.4 313(d) 5.4 314(a) 5.3, 14.
December 9, 2022	S-3/A	As filed with the Securities and Exchange Commission on December 9, 2022 Table of Contents As filed with the Securities and Exchange Commission on December 9, 2022 Registration No.
December 9, 2022	EX-25.1	Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E
November 4, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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 PURSU Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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 NUMBER 000-26497
November 3, 2022	8-K	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, 2022 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commissio
November 3, 2022	EX-99.1	SALEM MEDIA GROUP, INC. ANNOUNCES THIRD QUARTER 2022 TOTAL REVENUE OF $66.9 MILLION Exhibit 99.1 SALEM MEDIA GROUP, INC. ANNOUNCES THIRD QUARTER 2022 TOTAL REVENUE OF $66.9 MILLION IRVING, TX November 3, 2022 ? Salem Media Group, Inc. (Nasdaq: SALM) released its results for the three and nine months ended September 30, 2022. Third Quarter 2022 Results For the quarter ended September 30, 2022 compared to the quarter ended September 30, 2021: Consolidated ? Total revenue increased
October 3, 2022	S-3	As filed with the Securities and Exchange Commission on October 3, 2022 Table of Contents As filed with the Securities and Exchange Commission on October 3, 2022 Registration No.
October 3, 2022	EX-FILING FEES	Filing Fee Table EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Salem Media Group, Inc.
September 30, 2022	8-K	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): September 26, 2022 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commiss
August 5, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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 T UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? 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 000-26497 SALEM MEDIA GROUP, INC
August 4, 2022	EX-99.1	SALEM MEDIA GROUP, INC. ANNOUNCES SECOND QUARTER 2022 TOTAL REVENUE OF $68.7 MILLION Exhibit 99.1 SALEM MEDIA GROUP, INC. ANNOUNCES SECOND QUARTER 2022 TOTAL REVENUE OF $68.7 MILLION IRVING, TX August 4, 2022 ? Salem Media Group, Inc. (Nasdaq: SALM) released its results for the three and six months ended June 30, 2022. Second Quarter 2022 Results For the quarter ended June 30, 2022 compared to the quarter ended June 30, 2021: Consolidated ? Total revenue increased 7.7% to $68.7 mi
August 4, 2022	8-K	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): August 4, 2022 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commission
July 20, 2022	CORRESP	July 20, 2022 July 20, 2022 VIA EDGAR Ms. Kathryn Jacobson Senior Staff Accountant Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Salem Media Group, Inc. Form 10-K for Fiscal Year Ended December 31, 2021 Filed March 4, 2022 8-K filed May 10, 2022 File No. 000-26497 Dear Ms. Jacobson: Set forth below are our responses to
May 10, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? 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 000-26497 SAL
May 10, 2022	8-K	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): May 10, 2022 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commission Fi
May 10, 2022	EX-99.1	SALEM MEDIA GROUP, INC. ANNOUNCES FIRST QUARTER 2022 TOTAL REVENUE OF $62.6 MILLION Exhibit 99.1 SALEM MEDIA GROUP, INC. ANNOUNCES FIRST QUARTER 2022 TOTAL REVENUE OF $62.6 MILLION IRVING, TX May 10, 2022 ? Salem Media Group, Inc. (Nasdaq: SALM) released its results for the three months ended March 31, 2022. First Quarter 2022 Results For the quarter ended March 31, 2022 compared to the quarter ended March 31, 2021: Consolidated ? Total revenue increased 5.5% to $62.6 million fro
May 9, 2022	8-K	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): May 4, 2022 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commission Fil
April 1, 2022	EX-10.2	Amended and Restated Memorandum of Terms of Employment between Salem Communications Holding Corporation and David Evans, effective as of January 2, 2022. Exhibit 10.2 AMENDED AND RESTATED MEMORANDUM OF TERMS OF EMPLOYMENT THIS AMENDED AND RESTATED MEMORANDUM OF TERMS OF EMPLOYMENT (?Memorandum?), is made and entered into effective as of January 2, 2022, by and between Salem Communications Holding Corporation (hereinafter referred to as ?Employer?), and David A.R. Evans (hereinafter referred to as ?Executive?), upon the following terms and condition
April 1, 2022	8-K	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 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 29, 2022 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commission
April 1, 2022	EX-10.1	Amended and Restated Memorandum of Terms of Employment between Salem Communications Holding Corporation and David Santrella, effective as of January 2, 2022. Exhibit 10.1 AMENDED AND RESTATED MEMORANDUM OF TERMS OF EMPLOYMENT THIS AMENDED AND RESTATED MEMORANDUM OF TERMS OF EMPLOYMENT (?Memorandum?), is made and entered into effective as of January 2, 2022, by and between Salem Communications Holding Corporation (hereinafter referred to as ?Employer?), and David Santrella (hereinafter referred to as ?Executive?), and amends and restates in its entirety
March 23, 2022	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 (Amendment No. ) DEFA14A 1 d296937ddefa14a.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 (Amendment No. ) 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
March 23, 2022	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 (Amendment No. ) DEF 14A 1 d302019ddef14a.htm DEF 14A Table of Contents 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 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Com
March 7, 2022	8-K	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 7, 2022 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commission F
March 4, 2022	EX-14	Code of Ethics EXHIBIT 14 Financial Code of Conduct Salem Media Group, Inc. (the ?Company?) has always held itself and its directors and employees to the highest standards of ethical behavior in all business dealings. These standards include an expectation that the integrity of the Company?s financial reporting will never be compromised. All Salem employees and directors have a primary responsibility to ensure t
March 4, 2022	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ 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 SE Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? 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 COMMISSION FILE NUMBER 000-26497 SALEM MEDIA GROUP, INC. (EXACT NAME OF REG
March 4, 2022	EX-21	Subsidiaries of Salem Media Group Inc. EXHIBIT 21 SUBSIDIARIES OF SALEM MEDIA GROUP, INC. Name State of Formation Air Hot, Inc. Delaware Bison Media, Inc. Colorado Salem Communications Holding Corporation Ohio Eagle Products, LLC Delaware Inspiration Media, Inc. Washington Inspiration Media of Texas, LLC Texas New Inspiration Broadcasting Company, Inc. California News Aggregator, LLC Delaware NI Acquisition Corporation California Reach
March 3, 2022	8-K	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): March 3, 2022 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commission F
March 3, 2022	EX-99.1	SALEM MEDIA GROUP, INC. ANNOUNCES FOURTH QUARTER 2021 TOTAL REVENUE OF $69.1 MILLION Exhibit 99.1 SALEM MEDIA GROUP, INC. ANNOUNCES FOURTH QUARTER 2021 TOTAL REVENUE OF $69.1 MILLION IRVING, TX March 3, 2022 ? Salem Media Group, Inc. (Nasdaq: SALM) released its results for the three and twelve months ended December 31, 2021. Fourth Quarter 2021 Results For the quarter ended December 31, 2021 compared to the quarter ended December 31, 2020: Consolidated ? Total revenue increased 7.
February 15, 2022	SC 13G/A	SALM / Salem Media Group Inc / EPPERSON STUART W - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 22)* Salem Media Group, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 794093 10 4 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check th
December 20, 2021	EX-10.2	Memorandum of Terms of Employment between Salem Communications Holding Corporation and David Santrella, effective as of January 2, 2022. Exhibit 10.2 MEMORANDUM OF TERMS OF EMPLOYMENT THIS MEMORANDUM OF TERMS OF EMPLOYMENT (?Memorandum?), is made and entered into effective as of January 2, 2022, by and between Salem Communications Holding Corporation (hereinafter referred to as ?Employer?), and David Santrella (hereinafter referred to as ?Executive?), upon the following terms and conditions: RECITALS WHEREAS, Employer is a wholly o
December 20, 2021	EX-10.1	Employment Agreement between Salem Communications Holding Corporation and Edward G. Atsinger III, effective as of January 2, 2022. Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is entered into as of January 2, 2022, by and between Edward G. Atsinger III, an individual (?Executive?), and Salem Communications Holding Corporation, a Delaware corporation (the ?Company?). RECITALS WHEREAS, the Executive and the Company are parties to an employment agreement, dated July 1, 2019, as amended on May 11,
December 20, 2021	EX-10.3	Memorandum of Terms of Employment between Salem Communications Holding Corporation and David Evans, effective as of January 2, 2022. Exhibit 10.3 MEMORANDUM OF TERMS OF EMPLOYMENT THIS MEMORANDUM OF TERMS OF EMPLOYMENT (?Memorandum?), is made and entered into effective as of January 2, 2022, by and between Salem Communications Holding Corporation (hereinafter referred to as ?Employer?), and David A.R. Evans (hereinafter referred to as ?Executive?), upon the following terms and conditions: RECITALS WHEREAS, Employer is a wholly
December 20, 2021	8-K	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): December 20, 2021 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commissi
December 20, 2021	EX-99.1	Edward G. Atsinger III Transitions to Executive Chairman of the Board of Salem Media Group; David Santrella to Chief Executive Officer and David Evans to Chief Operating Officer Exhibit 99.1 Edward G. Atsinger III Transitions to Executive Chairman of the Board of Salem Media Group; David Santrella to Chief Executive Officer and David Evans to Chief Operating Officer IRVING, Texas?(BUSINESS WIRE)? Salem Media Group, Inc. (NASDAQ: SALM) announced today that Edward G. Atsinger III, Salem?s current Chief Executive Officer, will transition to the newly created role of Executiv
November 5, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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 PURSU Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
November 4, 2021	8-K	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 4, 2021 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commissio
November 4, 2021	EX-99.1	SALEM MEDIA GROUP, INC. ANNOUNCES THIRD QUARTER 2021 TOTAL REVENUE OF $66.0 MILLION Exhibit 99.1 SALEM MEDIA GROUP, INC. ANNOUNCES THIRD QUARTER 2021 TOTAL REVENUE OF $66.0 MILLION IRVING, TX November 4, 2021 ? Salem Media Group, Inc. (Nasdaq: SALM) released its results for the three and nine months ended September 30, 2021. Third Quarter 2021 Results For the quarter ended September 30, 2021 compared to the quarter ended September 30, 2020: Consolidated ? Total revenue increased
September 16, 2021	EX-4.4	Indenture, dated as of September 10, 2021, by and among Salem Media Group, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee and collateral agent Exhibit 4.4 EXECUTION VERSION SALEM MEDIA GROUP, INC. as Issuer and THE GUARANTORS PARTY HERETO 7.125% SENIOR SECURED NOTES DUE 2028 INDENTURE DATED AS OF SEPTEMBER 10, 2021 U.S. BANK NATIONAL ASSOCIATION as Trustee and Collateral Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1 Definitions 1 SECTION 1.2 Other Definitions 35 SECTION 1.3 Rules of Constru
September 16, 2021	EX-4.7	Amendment Number Five to Credit Agreement and Consent, dated as of September 10, 2021, by and among Salem Media Group, Inc., the subsidiary guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. Exhibit 4.7 AMENDMENT NUMBER FIVE TO CREDIT AGREEMENT AND CONSENT This AMENDMENT NUMBER FIVE TO CREDIT AGREEMENT AND CONSENT (this ?Amendment?), dated as of September 3, 2021, is entered into by and among the lenders signatory hereto (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a ?Lender? and collectively, the ?Len
September 16, 2021	8-K	Entry into a Material Definitive Agreement, 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): September 16, 2021 (September 10, 2021) SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of In
September 16, 2021	EX-10.1	Amendment Number Five to Credit Agreement and Consent, dated as of September 10, 2021, by and among Salem Media Group, Inc., the subsidiary guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. Exhibit 10.1 EXECUTION VERSION INTERCREDITOR AGREEMENT INTERCREDITOR AGREEMENT, dated as of September 10, 2021 (as amended, amended and restated, modified and/or supplemented from time to time, the ?Agreement?), among U.S. Bank National Association as Senior Priority Agent (as defined below) and U.S. Bank National Association as Junior Priority Agent (as defined below), and acknowledged by Salem M
September 16, 2021	EX-4.1	Exchange, Purchase and Sale Agreement, dated as of September 10, 2021, by and among Salem Media Group, Inc., the subsidiary guarantors party thereto, the purchasers named therein, the exchanging holders named therein and the sellers named therein Exhibit 4.1 EXECUTION VERSION EXCHANGE, PURCHASE AND SALE AGREEMENT by and among SALEM MEDIA GROUP, INC., THE GUARANTORS PARTY HERETO and THE NOTEHOLDER PARTIES PARTY HERETO September 10, 2021 EXCHANGE, PURCHASE AND SALE AGREEMENT THIS EXCHANGE, PURCHASE AND SALE AGREEMENT (this ?Agreement?) is dated as of September 10, 2021, by and among Salem Media Group, Inc., a Delaware corporation (the ?Compa
September 16, 2021	EX-4.3	First Supplemental Indenture, dated as of September 10, 2021, among Salem Media Group, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee and collateral agent Exhibit 4.3 EXECUTION VERSION FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this ?First Supplemental Indenture?), dated as of September 10, 2021, by and among Salem Media Group, Inc., a Delaware corporation (the ?Issuer?), the ?Guarantors? (as defined in the Indenture referred to below) and U.S. Bank National Association as trustee (in such capacity and not in its individual capacity,
September 16, 2021	EX-99.1	Salem Media Group Announces Closing of Refinancing of $112.8 Million of Senior Secured Notes Due 2024 With 7.125% Senior Secured Notes Due 2028 Exhibit 99.1 Salem Media Group Announces Closing of Refinancing of $112.8 Million of Senior Secured Notes Due 2024 With 7.125% Senior Secured Notes Due 2028 IRVING, Texas?(BUSINESS WIRE)? Salem Media Group, Inc. (NASDAQ: SALM) Salem Media Group, Inc. (NASDAQ: SALM) today announced that it has closed the refinancing (the ?Refinancing?) of $112.8 million of its senior secured notes due 2024 (the ?20
September 16, 2021	EX-4.2	Intercreditor Agreement, dated as of September 10, 2021, by and between Wells Fargo Bank, National Association, as administrative agent, and U.S. Bank National Association, as collateral agent. Exhibit 4.2 EXECUTION VERSION Salem Media Group, Inc. $50,000,000 7.125% Senior Secured Notes due 2028 PURCHASE AGREEMENT dated September 10, 2021 PURCHASE AGREEMENT Ladies and Gentlemen: Salem Media Group, Inc., a Delaware corporation (the ?Company?), proposes to issue and sell from time to time in private placements to the several Purchasers named in Schedule A hereto or their applicable designe
September 16, 2021	EX-4.6	Security Agreement, dated as of September 10, 2021, among Salem Media Group, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as collateral agent Exhibit 4.6 EXECUTION VERSION SECURITY AGREEMENT This SECURITY AGREEMENT (this ?Agreement?), dated as of September 10, 2021, by and among the Persons listed on the signature pages hereof as ?Grantors? and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a ?Grantor? and collectively, the ?Grantors?), and U.S. BANK NATI
August 5, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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 T Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
August 4, 2021	8-K	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): August 4, 2021 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commission
August 4, 2021	EX-99.1	SALEM MEDIA GROUP, INC. ANNOUNCES SECOND QUARTER 2021 TOTAL REVENUE OF $63.8 MILLION Exhibit 99.1 SALEM MEDIA GROUP, INC. ANNOUNCES SECOND QUARTER 2021 TOTAL REVENUE OF $63.8 MILLION IRVING, TX August 4, 2021 ? Salem Media Group, Inc. (Nasdaq: SALM) released its results for the three and six months ended June 30, 2021. Second Quarter 2021 Results For the quarter ended June 30, 2021 compared to the quarter ended June 30, 2020: Consolidated ? Total revenue increased 20.6% to $63.8 m
June 17, 2021	S-8 POS	As filed with the Securities and Exchange Commission on June 17, 2021 As filed with the Securities and Exchange Commission on June 17, 2021 Registration No.
May 11, 2021	EX-16.1	Letter from Crowe LLP to the United States Securities and Exchange Commission dated May 11, 2021. Exhibit 16.1 May 11, 2021 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N. E. Washington, D.C. 20549 Ladies and Gentlemen: We have read the comments made regarding us in Item 4.01 of Form 8-K of Salem Media Group, Inc. dated May 11, 2021, as contained in the second and third paragraphs of Item 4.01 and are in agreement with those statements. /s/ Crowe LLP Sherman
May 11, 2021	8-K	Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, 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 5, 2021 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commission Fil
May 7, 2021	10-Q	Quarterly Report - 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? 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 000-26497 SAL
May 6, 2021	EX-99.1	SALEM MEDIA GROUP, INC. ANNOUNCES FIRST QUARTER 2021 TOTAL REVENUE OF $59.4 MILLION Exhibit 99.1 SALEM MEDIA GROUP, INC. ANNOUNCES FIRST QUARTER 2021 TOTAL REVENUE OF $59.4 MILLION IRVING, TX May 6, 2021 ? Salem Media Group, Inc. (Nasdaq: SALM) released its results for the three months ended March 31, 2021. First Quarter 2021 Results For the quarter ended March 31, 2021 compared to the quarter ended March 31, 2020: Consolidated ? Total revenue increased 1.9% to $59.4 million from
May 6, 2021	8-K	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): May 6, 2021 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commission Fil
April 16, 2021	424B5	SALEM MEDIA GROUP, INC. Up to $15,000,000 of Shares of Class A Common Stock 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-233861 PROSPECTUS SUPPLEMENT (to Prospectus dated October 4, 2019) SALEM MEDIA GROUP, INC. Up to $15,000,000 of Shares of Class A Common Stock This prospectus supplement relates to the issuance and sale of our Class A common stock, par value $0.01 per share, having an aggregate offering price of up to $15,000,000, from t
April 16, 2021	8-K	Entry into a Material Definitive Agreement, 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): April 16, 2021 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction (Commission (IRS Employer of I
April 16, 2021	EX-1.1	At Market Issuance Sales Agreement by and between Salem Media Group, Inc. and B. Riley Securities, Inc. dated April 16, 2021 EX-1.1 2 d169650dex11.htm EX-1.1 Exhibit 1.1 SALEM MEDIA GROUP, INC. Common Stock (par value $0.01 per share) At Market Issuance Sales Agreement April 16, 2021 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: Salem Media Group, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with B. Riley Securities, Inc. (the “A
March 25, 2021	DEF 14A	Schedule 14A Table of Contents 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 (Amendment No. ) 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 14
March 25, 2021	DEFA14A	- 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 (Amendment No. ) 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)) ? Defin
March 4, 2021	EX-14	Code of Ethics EX-14 4 d49322dex14.htm EX-14 EXHIBIT 14 Financial Code of Conduct Salem Media Group, Inc. (the “Company”) has always held itself and its directors and employees to the highest standards of ethical behavior in all business dealings. These standards include an expectation that the integrity of the Company’s financial reporting will never be compromised. All Salem employees and directors have a prim
March 4, 2021	EX-10.01	Employment Agreement, dated January 3, 2021 between Salem Communications Holding Corporation and Stuart W. Epperson (expired on 12/31/21). Exhibit 10.01 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is entered into effective as of January 3, 2021, by and between Stuart W. Epperson, an individual (?Executive?), and Salem Communications Holding Corporation, a Delaware corporation (the ?Company?). RECITALS WHEREAS, the Executive and the Company are parties to an Employment Agreement, dated July 1, 2018, which was amen
March 4, 2021	EX-21	Subsidiaries of Salem Media Group, Inc. EXHIBIT 21 SUBSIDIARIES OF SALEM MEDIA GROUP, INC. Name State of Formation Air Hot, Inc. Delaware Bison Media, Inc. Colorado Salem Communications Holding Corporation Ohio Eagle Products, LLC Delaware Inspiration Media, Inc. Washington Inspiration Media of Texas, LLC Texas New Inspiration Broadcasting Company, Inc. California NI Acquisition Corporation California Reach Satellite Network, Inc. Tenne
March 4, 2021	8-K	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): March 4, 2021 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commission F
March 4, 2021	10-K	Annual Report - 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? 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 COMMISSION FILE NUMBER 000-26497 SALEM MEDIA GROUP, INC. (EXACT NAME OF REG
March 4, 2021	EX-10.10.07	Amendment Number Four dated as of October 20, 2020 to the Credit Agreement, as amended by Amendment Number One dated as of July 28, 2017, and as further amended by Amendment number Two dated as of November 16, 2018, and further amended by Amendment Number Three dated as of April 7, 2020. Exhibit 10.10.07 AMENDMENT NUMBER FOUR TO CREDIT AGREEMENT AND WAIVER This AMENDMENT NUMBER FOUR TO CREDIT AGREEMENT AND WAIVER (this ?Amendment?), dated as of October 20, 2020 is entered into by and among the lenders signatory hereto (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a ?Lender? and collectively, the ?Le
March 4, 2021	EX-99.1	SALEM MEDIA GROUP, INC. ANNOUNCES FOURTH QUARTER 2020 TOTAL REVENUE OF $64.5 MILLION EX-99.1 2 d336977dex991.htm EX-99.1 Exhibit 99.1 SALEM MEDIA GROUP, INC. ANNOUNCES FOURTH QUARTER 2020 TOTAL REVENUE OF $64.5 MILLION IRVING, TX March 4, 2021 – Salem Media Group, Inc. (Nasdaq: SALM) released its results for the three and twelve months ended December 31, 2020. Fourth Quarter 2020 Highlights • Net broadcast revenue increased 5.9% compared to the third quarter of 2020 and decreased
February 16, 2021	SC 13G/A	SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Salem Media Group Inc (Name of Issuer) Common Stock (Title of Class of Securities) 794093104 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this
February 12, 2021	SC 13G/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 21)* Salem Media Group, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 21)* Salem Media Group, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 794093 10 4 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check th
January 7, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits 8-K 1 d106097d8k.htm 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): January 4, 2021 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of I
January 7, 2021	EX-99.2	MEMORANDUM OF TERMS OF EMPLOYMENT EX-99.2 Exhibit 99.2 MEMORANDUM OF TERMS OF EMPLOYMENT THIS MEMORANDUM OF TERMS OF EMPLOYMENT (“Memorandum”), is made and entered into effective as of January 3, 2021, by and between Salem Communications Holding Corporation (hereinafter referred to as “Employer”), and David Santrella (hereinafter referred to as “Executive”), upon the following terms and conditions: RECITALS WHEREAS, Employer is a
January 7, 2021	EX-99.1	MEMORANDUM OF TERMS OF EMPLOYMENT EX-99.1 Exhibit 99.1 MEMORANDUM OF TERMS OF EMPLOYMENT THIS MEMORANDUM OF TERMS OF EMPLOYMENT (“Memorandum”), is made and entered into effective as of January 3, 2021, by and between Salem Communications Holding Corporation (hereinafter referred to as “Employer”), and David R. Evans (hereinafter referred to as “Executive”), upon the following terms and conditions: RECITALS WHEREAS, Employer is a w
November 13, 2020	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 10-Q 1 d43295d10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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 NUMBER
November 12, 2020	EX-99.1	SALEM MEDIA GROUP, INC. ANNOUNCES THIRD QUARTER 2020 TOTAL REVENUE OF $60.6 MILLION EX-99.1 2 d77861dex991.htm EX-99.1 Exhibit 99.1 SALEM MEDIA GROUP, INC. ANNOUNCES THIRD QUARTER 2020 TOTAL REVENUE OF $60.6 MILLION CAMARILLO, CA November 12, 2020 – Salem Media Group, Inc. (Nasdaq: SALM) released its results for the three and nine months ended September 30, 2020. Third Quarter 2020 Highlights • Net broadcast revenue increased 15.0% compared to the second quarter of 2020 and decli
November 12, 2020	8-K	Current Report 8-K 1 d77861d8k.htm 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 12, 2020 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of
August 13, 2020	8-K	Regulation FD Disclosure - 8-K 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): August 7, 2020 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction (Commission (IRS Employer
August 8, 2020	10-Q	Quarterly Report - 10-Q 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
August 6, 2020	EX-99.1	SALEM MEDIA GROUP, INC. ANNOUNCES SECOND QUARTER 2020 TOTAL REVENUE OF $52.9 MILLION EX-99.1 Exhibit 99.1 SALEM MEDIA GROUP, INC. ANNOUNCES SECOND QUARTER 2020 TOTAL REVENUE OF $52.9 MILLION CAMARILLO, CA August 6, 2020 – Salem Media Group, Inc. (Nasdaq: SALM) released its results for the three and six months ended June 30, 2020. Second Quarter 2020 Results For the quarter ended June 30, 2020 compared to the quarter ended June 30, 2019: Consolidated • Total revenue decreased 18.3%
August 6, 2020	8-K	Current Report 8-K 1 d777551d8k.htm 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): August 6, 2020 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of In
June 30, 2020	NT 11-K	- NT 11-K NT 11-K SEC FILE NUMBER 000-26497 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
June 29, 2020	EX-99.1	CERTIFICATION CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EX-99.1 2 d103997dex991.htm EX-99.1 EXHIBIT 99.1 CERTIFICATION CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of the Salem Media Group, Inc. Employees 401(k) Plan (the “Plan”) on Form 11-K for the fiscal year ending December 31, 2019, as filed with the Securities and
June 29, 2020	11-K	- 11-K 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITITES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d)
June 19, 2020	8-K	Other Events 8-K 1 d949862d8k.htm 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): June 18, 2020 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction (Commi
June 2, 2020	10-Q	Quarterly Report - 10-Q 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
June 2, 2020	EX-10.1	Credit Agreement, as amended by as amended by Amendment Number One dated as of July 28, 2017, and as further amended by Amendment Number Two dated as of November 16, 2018 Third Amendment to Credit Agreement EX-10.1 Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lead Arranger, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, SALEM MEDIA GROUP, INC. as Parent and a Borrower, and EACH OF THE PARENT’S SUBSIDIARIES THAT ARE SIGNATORIES HERETO, as Borrowers Dated as of May 19, 2017 T
June 1, 2020	8-K	Current Report 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): June 1, 2020 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commissio
June 1, 2020	EX-99.1	Salem Media Group, Inc. Announces First Quarter 2020 Total Revenue of $58.3 Million EX-99.1 Exhibit 99.1 Salem Media Group, Inc. Announces First Quarter 2020 Total Revenue of $58.3 Million CAMARILLO, CA June 1, 2020 Salem Media Group, Inc. (Nasdaq: SALM) released its results for the three months ended March 31, 2020. First Quarter 2020 Results For the quarter ended March 31, 2020 compared to the quarter ended March 31, 2019: Consolidated Total revenue decreased 3.7% to $58.3
May 13, 2020	8-K	Current Report 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): May 11, 2020 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commissio
May 13, 2020	EX-10.1	Amendment to Employment Agreement EX-10.1 Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement (“Amendment”) between Salem Communications Holding Corporation (“Company”) and Edward G. Atsinger, III (Executive) is entered into as of May 11, 2020 and amends the Employment Agreement between Company and Executive dated July 1, 2019 (“Agreement”). WHEREAS, as a result of Company-wide employee pay cuts t
May 12, 2020	EX-99.1	Salem Media Group, Inc. Announces Temporary Suspension of Quarterly Dividend EX-99.1 Exhibit 99.1 Salem Media Group, Inc. Announces Temporary Suspension of Quarterly Dividend CAMARILLO, Calif., (BUSINESS WIRE) - Salem Media Group, Inc. (Nasdaq: SALM) today announced that, due to uncertainty from the rapidly evolving impact of COVID-19 on the economy, Salem’s Board of Directors has made the decision, as part of a larger effort to conserve cash, to temporarily suspend the re
May 12, 2020	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): May 11, 2020 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction (Commission (IRS Employer of
May 12, 2020	8-K	Current Report 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): May 11, 2020 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction (Commission (IRS Employer of
May 11, 2020	8-K	Current Report 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): May 6, 2020 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commission
May 11, 2020	8-K	Other Events 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): May 11, 2020 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction (Commission (IRS Employer of
April 10, 2020	8-K	Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant 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): April 7, 2020 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commissi
March 27, 2020	DEFA14A	SALM / Salem Media Group, Inc. DEFA14A - - DEFA14A 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 (Amendment No. ) 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))
March 27, 2020	DEFA14A	SALM / Salem Media Group, Inc. DEFA14A - - DEFA14A DEFA14A 1 d891671ddefa14a.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 (Amendment No. ) 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
March 27, 2020	DEF 14A	SALM / Salem Media Group, Inc. DEF 14A - - DEF 14A DEF 14A 1 d867701ddef14a.htm DEF 14A Table of Contents 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 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Com
March 27, 2020	8-K	Current Report 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): March 26, 2020 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commiss
March 27, 2020	EX-99.1	Salem Media Group, Inc. Withdraws Q1 2020 Guidance Due to Impact of COVID-19 EX-99.1 2 d906664dex991.htm EX-99.1 Exhibit 99.1 Salem Media Group, Inc. Withdraws Q1 2020 Guidance Due to Impact of COVID-19 CAMARILLO, Calif.—(BUSINESS WIRE)—Salem Media Group, Inc. (NASDAQ:SALM) today announced it is withdrawing its revenue and operating expense guidance for the first quarter of 2020 due to the growing social and economic impact of the COVID-19 pandemic. Based on current indica
March 24, 2020	SC 13D/A	SALM / Salem Media Group, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 16) Salem Media Group, Inc. (Name of Issuer) Common Stock (par value $0.01) (Title of Class of Securities) 794093104 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-7732 (Name, Address and Telephone Number of Pers
March 13, 2020	EX-14	Code of Ethics EX-14 EXHIBIT 14 Financial Code of Conduct Salem Media Group, Inc. (the “Company”) has always held itself and its directors and employees to the highest standards of ethical behavior in all business dealings. These standards include an expectation that the integrity of the Company’s financial reporting will never be compromised. All Salem employees and directors have a primary responsibility to en
March 13, 2020	10-K	SALM / Salem Media Group, Inc. 10-K - Annual Report - 10-K 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 000-26497 SALEM MEDIA GROUP, INC. (EXACT NAME OF REGISTRANT AS SP
March 13, 2020	EX-4.05	Description of Debt Securities and Guarantees EXHIBIT 4.05 DESCRIPTION OF DEBT SECURITIES AND GUARANTEES The following description summarizes certain general terms and provisions of the debt securities that we may offer under this prospectus and is qualified in its entirety by reference to the applicable indenture and its associated documents, including the form of note. When we offer to sell a particular series of debt securities, we will de
March 13, 2020	EX-10.01	Employment Agreement, dated July 1, 2019 between Salem Communications Holding Corporation and Stuart W. Epperson. EX-10.01 EXHIBIT 10.01 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into effective as of July 1, 2019, by and between Stuart W. Epperson, an individual (“Executive”), and Salem Communications Holding Corporation, a Delaware corporation (the “Company”). RECITALS WHEREAS, the Executive and the Company are parties to an Employment Agreement, dated July 1, 2018 (the “Old
March 13, 2020	EX-21	Subsidiaries of Salem Media Group, Inc. EX-21 EXHIBIT 21 SUBSIDIARIES OF SALEM MEDIA GROUP, INC. Name State of Formation Air Hot, Inc. Delaware Bison Media, Inc. Colorado Salem Communications Holding Corporation Ohio Eagle Products, LLC Delaware Inspiration Media, Inc. Washington Inspiration Media of Texas, LLC Texas New Inspiration Broadcasting Company, Inc. California NI Acquisition Corporation California Reach Satellite Network, Inc.
March 12, 2020	EX-99.1	SALEM MEDIA GROUP, INC. ANNOUNCES FOURTH QUARTER 2019 TOTAL REVENUE OF $64.6 MILLION EX-99.1 2 d840698dex991.htm EX-99.1 Exhibit 99.1 SALEM MEDIA GROUP, INC. ANNOUNCES FOURTH QUARTER 2019 TOTAL REVENUE OF $64.6 MILLION CAMARILLO, CA March 12, 2020 – Salem Media Group, Inc. (Nasdaq: SALM) released its results for the three and twelve months ended December 31, 2019. Fourth Quarter 2019 Results For the quarter ended December 31, 2019 compared to the quarter ended December 31, 2018: C
March 12, 2020	8-K	Current Report 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
February 18, 2020	SC 13G/A	SALM / Salem Media Group, Inc. / Salem Media Group, Inc. /de/ - EPPERSON 13G/A Passive Investment Schedule 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 20)* Salem Media Group, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 794093 10 4 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Ch
February 12, 2020	SC 13G/A	SALM / Salem Media Group, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* SALEM MEDIA GROUP INC (Name of Issuer) Common Stock (Title of Class of Securities) 794093104 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S
January 6, 2020	EX-99.2	MEMORANDUM OF TERMS OF EMPLOYMENT EX-99.2 Exhibit 99.2 MEMORANDUM OF TERMS OF EMPLOYMENT THIS MEMORANDUM OF TERMS OF EMPLOYMENT (“Memorandum”), is made and entered into effective as of January 1, 2020, by and between Salem Communications Holding Corporation (hereinafter referred to as “Employer”), and David Santrella (hereinafter referred to as “Executive”), upon the following terms and conditions: RECITALS WHEREAS, Employer is a
January 6, 2020	EX-99.1	MEMORANDUM OF TERMS OF EMPLOYMENT EX-99.1 2 d862841dex991.htm EX-99.1 Exhibit 99.1 MEMORANDUM OF TERMS OF EMPLOYMENT THIS MEMORANDUM OF TERMS OF EMPLOYMENT (“Memorandum”), is made and entered into effective as of January 1, 2020, by and between Salem Communications Holding Corporation (hereinafter referred to as “Employer”), and Evan D. Masyr (hereinafter referred to as “Executive”), upon the following terms and conditions: RECITA
January 6, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits 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): January 1, 2020 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commis
December 17, 2019	SC 13D/A	SALM / Salem Media Group, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SC 13D/A 1 salm15.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15) Salem Media Group, Inc. (Name of Issuer) Common Stock (par value $0.01) (Title of Class of Securities) 794093104 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-7732 (Name, Address and Te
November 12, 2019	10-Q	SALM / Salem Media Group, Inc. 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2019 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 000-26497 SALEM MEDIA GROUP
November 12, 2019	EX-99.1	SALEM MEDIA GROUP, INC. ANNOUNCES THIRD QUARTER 2019 TOTAL REVENUE OF $64.1 MILLION EX-99.1 Exhibit 99.1 SALEM MEDIA GROUP, INC. ANNOUNCES THIRD QUARTER 2019 TOTAL REVENUE OF $64.1 MILLION CAMARILLO, CA November 12, 2019 – Salem Media Group, Inc. (Nasdaq: SALM) released its results for the three and nine months ended September 30, 2019. Third Quarter 2019 Results For the quarter ended September 30, 2019 compared to the quarter ended September 30, 2018: Consolidated • Total revenu
November 12, 2019	8-K	Current Report 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
October 3, 2019	CORRESP	SALM / Salem Media Group, Inc. CORRESP - - CORRESP Salem Media Group, Inc. 4880 Santa Rosa Road Camarillo, California 93012 October 3, 2019 Via EDGAR Correspondence Gregory Dundas Office of Telecommunications Division of Corporation Finance Securities and Exchange Commission 100 F. Street, N.E. Washington D. C. 20549 Re: Acceleration of Effective Date Salem Media Group, Inc. Registration Statement on Form S-3 File No. 333-233861 Dear Mr. D
October 2, 2019	CORRESP	SALM / Salem Media Group, Inc. CORRESP - - CORRESP 1 filename1.htm Salem Media Group, Inc. 4880 Santa Rosa Road Camarillo, California 93012 October 2, 2019 Via EDGAR Correspondence Gregory Dundas Office of Telecommunications Division of Corporation Finance Securities and Exchange Commission 100 F. Street, N.E. Washington D. C. 20549 Re: Acceleration of Effective Date Salem Media Group, Inc. Registration Statement on Form S-3 File No. 333-2
September 20, 2019	S-3	SALM / Salem Media Group, Inc. S-3 - - S-3 S-3 1 d807462ds3.htm S-3 Table of Contents As filed with the Securities and Exchange Commission on September 20, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SALEM MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 77-0121400 (State or other jurisdic
September 20, 2019	EX-25.1	Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) WELLS FARGO BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A N
September 20, 2019	EX-4.5	Form of Indenture EX-4.5 2 d807462dex45.htm EX-4.5 Exhibit 4.5 SALEM MEDIA GROUP, INC. Issuer AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of , 20 Debt Securities CROSS-REFERENCE TABLE(1) SECTION OF TRUST INDENTURE ACT OF 1939, AS AMENDED SECTION(S) OF INDENTURE 310(a) 7.9 310(b) 7.8 311(a) 7.13 311(b) 7.13 312(a) 5.1, 5.2(a) 312(b) 5.2(b) 312(c) 5.2(c) 313(a) 5.4 313(b) 5.4 313(c) 5.4
September 17, 2019	EX-3.3	Third Amended and Restated Bylaws of the Company. EX-3.3 Exhibit 3.3 THIRD AMENDED AND RESTATED BYLAWS OF SALEM MEDIA GROUP, INC. (A DELAWARE CORPORATION) ARTICLE I CORPORATE OFFICES 1.1 REGISTERED OFFICE The registered office of the corporation shall be fixed in the certificate of incorporation of the corporation. 1.2 OTHER OFFICES The board of directors may at any time establish branch or subordinate offices at any place or places where the cor
September 17, 2019	EX-99.5	Salem Media Group Shrinks Board to Reduce Costs EX-99.5 7 d805066dex995.htm EX-99.5 Exhibit 99.5 Salem Media Group Shrinks Board to Reduce Costs CAMARILLO, Calif.—(BUSINESS WIRE)—Salem Media Group, Inc. (Nasdaq: SALM) announced the resignation of board members James Keet Lewis, Jonathan Venverloh, Stuart W. Epperson Jr., and Edward C. Atsinger from its Board of Directors effective September 11, 2019. Salem Media Group’s Chief Executive Officer,
September 17, 2019	EX-99.2	1 EX-99.2 Exhibit 99.2 Christopher J. Henderson From: Keet Lewis ####@####.com Sent: Wednesday, September 11, 2019 12:37 PM To: Edward G. Atsinger III; Stuart Epperson Cc: Christopher J. Henderson; Keet Lewis Subject: Resignation Effective at the close of the meeting today Sept 11, 2019 Edward Atsinger and Stuart Epperson It has been a great privilege and honor to serve Salem Media Group as an outsi
September 17, 2019	EX-99.1	1 EX-99.1 Exhibit 99.1 Christopher J. Henderson From: Jon Venverloh ####@####.com Sent: Wednesday, September 11, 2019 12:21 PM To: Christopher J. Henderson Subject: Resignation Hi Chris, Please accept this email as notice of my resignation from the Salem board of directors effective close of business today. Kind regards, Jon 1
September 17, 2019	EX-99.4	1 EX-99.4 Exhibit 99.4 Christopher J. Henderson From: Stuart Epperson ####@####.com Sent: Wednesday, September 11, 2019 12:45 PM To: Christopher J. Henderson Subject: Board resignation With this email, I hereby resign my position as a member of the board of directors Thanks, stu Jr Luke 2:19 in 2019! Twitter&instugram @#### FB @#### www.####.com Download the music https://itun.es/us/#### 1
September 17, 2019	8-K	Current Report 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): September 11, 2019 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Com
September 17, 2019	EX-99.3	1 EX-99.3 Exhibit 99.3 Christopher J. Henderson From: Ted A ####@####.com Sent: Wednesday, September 11, 2019 12:42 PM To: Christopher J. Henderson Subject: Resignation Hi Chris, As I stated during executive session today, I hereby submit my resignation from the Salem Media Group board of directors effective at the close of business today (and the end of today’s board of directors meeting.). It has
August 14, 2019	SC 13D/A	SALM / Salem Media Group, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14) Salem Media Group, Inc. (Name of Issuer) Common Stock (par value $0.01) (Title of Class of Securities) 794093104 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-7732 (Name, Address and Telephone Number of Pers
August 9, 2019	10-Q	August 9, 2019 10-Q 1 d762349d10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSIO
August 8, 2019	8-K	Current Report 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
August 8, 2019	EX-99.1	SALEM MEDIA GROUP, INC. ANNOUNCES SECOND QUARTER 2019 TOTAL REVENUE OF $64.7 MILLION EX-99.1 Exhibit 99.1 SALEM MEDIA GROUP, INC. ANNOUNCES SECOND QUARTER 2019 TOTAL REVENUE OF $64.7 MILLION CAMARILLO, CA August 8, 2019 – Salem Media Group, Inc. (Nasdaq: SALM) released its results for the three and six months ended June 30, 2019. Second Quarter 2019 Results For the quarter ended June 30, 2019 compared to the quarter ended June 30, 2018: Consolidated • Total revenue decreased 2.4%
July 17, 2019	S-8	SALM / Salem Media Group, Inc. S-8 - - S-8 S-8 1 d765119ds8.htm S-8 As filed with the Securities and Exchange Commission on July 17, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 77-0121400 (State or Other Jurisdiction of Incorporation or
July 17, 2019	EX-4.3	Salem Media Group, Inc.’s Employees 401(k) Plan. EX-4.3 Exhibit 4.3 CERTIFICATE OF ADOPTION As duly appointed individual of the plan sponsor, I hereby certify that the executed Restated Plan Adoption Agreement attached hereto has been duly approved by Salem Media Group, Inc. The undersigned represents that the signer of the documents has the requisite authority to execute such documents as are attached without further action from our organizatio
July 3, 2019	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits 8-K 1 d770031d8k.htm 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): June 28, 2019 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Inc
July 3, 2019	EX-99.1	EMPLOYMENT AGREEMENT EX-99.1 Exhibit 99.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of July 1, 2019, by and between Edward G. Atsinger III, an individual (“Executive”), and Salem Communications Holding Corporation, a Delaware corporation (the “Company”). RECITALS WHEREAS, the Executive and the Company are parties to an employment agreement, dated July 1, 2016 (the “Old Employm
July 1, 2019	EX-99.1	Exhibit 99.1 – Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 EX-99.1 EXHIBIT 99.1 CERTIFICATION CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of the Salem Media Group, Inc. Employees 401(k) Plan (the “Plan”) on Form 11-K for the fiscal year ending December 31, 2018, as filed with the Securities and Exchange Commission on the d
July 1, 2019	11-K	Form 11-K Form 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
May 14, 2019	S-8	SALM / Salem Media Group, Inc. S-8 S-8 S-8 As filed with the Securities and Exchange Commission on May 14, 2019 Registration No.
May 14, 2019	EX-4.1	Salem Media Group, Inc. 1999 Stock Incentive Plan (as amended and restated through May 8, 2019). EX-4.1 Exhibit 4.1 SALEM MEDIA GROUP, INC. 1999 STOCK INCENTIVE PLAN (AS AMENDED AND RESTATED THROUGH MAY 8, 2019) TABLE OF CONTENTS ARTICLE I PURPOSE OF PLAN 1 ARTICLE II EFFECTIVE DATE AND TERM OF PLAN 1 2.1 Term of Plan 1 2.2 Effect on Awards 1 2.3 Stockholder Approval 1 ARTICLE III SHARES SUBJECT TO PLAN 1 3.1 Number of Shares 1 3.2 Source of Shares 1 3.3 Share Counting 1 3.4 Adjustment Provis
May 14, 2019	8-K	Current Report 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
May 10, 2019	EX-99.1	SALEM MEDIA GROUP, INC. ANNOUNCES FIRST QUARTER 2019 TOTAL REVENUE OF $60.5 MILLION EX-99.1 Exhibit 99.1 SALEM MEDIA GROUP, INC. ANNOUNCES FIRST QUARTER 2019 TOTAL REVENUE OF $60.5 MILLION CAMARILLO, CA May 10, 2019 – Salem Media Group, Inc. (Nasdaq: SALM) released its results for the three months ended March 31, 2019. First Quarter 2019 Results For the quarter ended March 31, 2019 compared to the quarter ended March 31, 2018: Consolidated • Total revenue decreased 5.2% to $60.5
May 10, 2019	8-K	Current Report 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): May 10, 2019 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction of Incorporation) (Commissio
May 10, 2019	10-Q	Form 10-Q 10-Q 1 d693756d10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSI
May 8, 2019	SC 13D/A	SALM / Salem Media Group, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SC 13D/A 1 salm13.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13) Salem Media Group, Inc. (Name of Issuer) Common Stock (par value $0.01) (Title of Class of Securities) 794093104 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-7732 (Name, Address and Te
April 22, 2019	DEFA14A	Amended and Restated 1999 Stock Incentive Plan (as amended and restated through May 8, 2019). DEFA14A 1 d734672ddefa14a.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 (Amendment No. 2) 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
April 16, 2019	SC 13D/A	SALM / Salem Media Group, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12) Salem Media Group, Inc. (Name of Issuer) Common Stock (par value $0.01) (Title of Class of Securities) 794093104 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-7732 (Name, Address and Telephone Number of Pers
April 2, 2019	DEFA14A	SALM / Salem Media Group, Inc. DEFA14A DEFA14A 1 d728744ddefa14a.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 (Amendment No. ) 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
March 29, 2019	DEFA14A	SALM / Salem Media Group, Inc. DEFA14A DEFA14A 1 d692763ddefa14a.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 (Amendment No. ) 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
March 29, 2019	DEF 14A	March 29, 2019 DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
March 21, 2019	8-K	Current Report 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): March 21, 2019 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction (Commission (IRS Employer
March 21, 2019	EX-99.1	Salem Media Group, Inc.’s Appointment of Heather Grizzle to the Board of Directors EX-99.1 2 d697932dex991.htm EX-99.1 Exhibit 99.1 Salem Media Group, Inc.’s Appointment of Heather Grizzle to the Board of Directors CAMARILLO, Calif. (BUSINESS WIRE) — Salem Media Group, Inc. (Nasdaq: SALM) announced the appointment of Heather Grizzle to its Board of Directors, effective March 19, 2019. Ms. Grizzle succeeds Roland Hinz who retired from his position as a board member on December 12
March 13, 2019	10-K	Form 10-K 10-K 1 d620041d10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 000-26497 SALEM MEDIA GR
March 13, 2019	EX-21	Subsidiaries of Salem Media Group, Inc. EX-21 EXHIBIT 21 SUBSIDIARIES OF SALEM MEDIA GROUP, INC. Name State of Formation Air Hot, Inc. Delaware Bison Media, Inc. Colorado Salem Communications Holding Corporation Ohio Eagle Products, LLC Delaware Inspiration Media, Inc. Washington Inspiration Media of Texas, LLC Texas New Inspiration Broadcasting Company, Inc. California NI Acquisition Corporation California Reach Satellite Network, Inc.
March 13, 2019	EX-14	Code of Ethics EX-14 Exhibit 14 Financial Code of Conduct Salem Media Group, Inc. (the “Company”) has always held itself and its directors and employees to the highest standards of ethical behavior in all business dealings. These standards include an expectation that the integrity of the Company’s financial reporting will never be compromised. All Salem employees and directors have a primary responsibility to en
March 12, 2019	EX-99.1	SALEM MEDIA GROUP, INC. ANNOUNCES FOURTH QUARTER 2018 TOTAL REVENUE OF $67.2 MILLION EX-99.1 2 d687948dex991.htm EX991 Exhibit 99.1 SALEM MEDIA GROUP, INC. ANNOUNCES FOURTH QUARTER 2018 TOTAL REVENUE OF $67.2 MILLION CAMARILLO, CA March 12, 2019 – Salem Media Group, Inc. (Nasdaq: SALM) released its results for the three and twelve months ended December 31, 2018. Fourth Quarter 2018 Results For the quarter ended December 31, 2018 compared to the quarter ended December 31, 2017: Con
March 12, 2019	8-K	Current Report 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
February 14, 2019	SC 13G	SALM / Salem Media Group, Inc. / Salem Media Group, Inc. /de/ Passive Investment SC 13G 1 epperson13gamend19filingcopy.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 19)* Salem Media Group, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 794093 10 4 (CUSIP Number) December 31, 2018 (Date of Event Which Requires F
February 8, 2019	SC 13G/A	SALM / Salem Media Group, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment SC 13G/A 1 dfs688.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* SALEM MEDIA GROUP INC (Name of Issuer) Common Stock (Title of Class of Securities) 794093104 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design
December 18, 2018	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): December 12, 2018 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction (Commission (IRS Employ
November 8, 2018	10-Q	10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
November 7, 2018	8-K	Current Report 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
November 7, 2018	EX-99.1	SALEM MEDIA GROUP, INC. ANNOUNCES THIRD QUARTER 2018 TOTAL REVENUE OF $65.5 MILLION EX-99.1 Exhibit 99.1 SALEM MEDIA GROUP, INC. ANNOUNCES THIRD QUARTER 2018 TOTAL REVENUE OF $65.5 MILLION CAMARILLO, CA November 7, 2018 – Salem Media Group, Inc. (Nasdaq: SALM) released its results for the three and nine months ended September 30, 2018. Third Quarter 2018 Results For the quarter ended September 30, 2018 compared to the quarter ended September 30, 2017: Consolidated • Total revenue
September 28, 2018	SC 13D/A	SALM / Salem Media Group, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11) Salem Media Group, Inc. (Name of Issuer) Common Stock (par value $0.01) (Title of Class of Securities) 794093104 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-7732 (Name, Address and Telephone Number of Pers
August 9, 2018	10-Q	SALM / Salem Media Group, Inc. FORM 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2018 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 000-26497 SALEM MEDIA GROUP, INC
August 9, 2018	EX-10.1	Employment Agreement dated July 1, 2018 between Salem Communications Holding Corporation and Stuart W. Epperson. EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is entered into effective as of July 1, 2018, by and between Stuart W. Epperson, an individual ("Executive"), and Salem Communications Holding Corporation, a Delaware corporation (the "Company"). RECITALS WHEREAS, the Executive and the Company are parties to an Employment Agreement, dated July 1, 2017 (the "Old Employmen
August 8, 2018	8-K	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): August 8, 2018 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction (Commission (IRS Employer of I
August 8, 2018	EX-99.1	SALEM MEDIA GROUP, INC. ANNOUNCES SECOND QUARTER 2018 TOTAL REVENUE OF $66.3 MILLION Exhibit 99.1 SALEM MEDIA GROUP, INC. ANNOUNCES SECOND QUARTER 2018 TOTAL REVENUE OF $66.3 MILLION CAMARILLO, CA August 8, 2018 – Salem Media Group, Inc. (Nasdaq: SALM) released its results for the three and six months ended June 30, 2018. Second Quarter 2018 Results For the quarter ended June 30, 2018 compared to the quarter ended June 30, 2017: Consolidated · Total revenue increased 0.2% to $66.3
July 13, 2018	8-K	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): July 10, 2018 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction (Commission (IRS Employer of In
July 13, 2018	EX-10.1	Asset Purchase Agreement dated July 10, 2018 between New Inspiration Broadcasting Company, Inc. and East Bay Broadcasting, LLC. EX-10.1 2 tv498514ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 FINAL ASSET PURCHASE AGREEMENT (KTRB(AM), San Francisco, CA) This Asset Purchase Agreement (this “Agreement”) is dated as of July 10, 2018, by and between East Bay Broadcasting, LLC, a California limited liability company (“Seller”), and New Inspiration Broadcasting Company, Inc., a California corporation (“Buyer”). RECITALS: 1. Seller owns an
June 26, 2018	EX-99.1	CERTIFICATION CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 99.1 CERTIFICATION CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of the Salem Media Group, Inc. Employees 401(k) Plan (the “Plan”) on Form 11-K for the fiscal year ending December 31, 2017, as filed with the Securities and Exchange Commission on the date here
June 26, 2018	11-K	SALM / Salem Media Group, Inc. FORM 11-K 11-K 1 tv49689711k.htm FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ¨ TRANSITION REPORT
May 15, 2018	EX-99.1	MEMORANDUM OF TERMS OF EMPLOYMENT Exhibit 99.1 MEMORANDUM OF TERMS OF EMPLOYMENT THIS MEMORANDUM OF TERMS OF EMPLOYMENT (“Memorandum”), is made and entered into effective as of July 1, 2018, by and between Salem Communications Holding Corporation (hereinafter referred to as “Employer”), and Christopher J. Henderson (hereinafter referred to as “Executive”), upon the following terms and conditions: 1. EXECUTIVE’S RESPONSIBILITIES. E
May 15, 2018	8-K	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): May 9, 2018 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction (Commission (IRS Employer of Inco
May 10, 2018	10-Q	SALM / Salem Media Group, Inc. FORM 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2018 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 000-26497 SALEM MEDIA GROUP, IN
May 8, 2018	EX-99.1	SALEM MEDIA GROUP, INC. ANNOUNCES FIRST QUARTER 2018 TOTAL REVENUE OF $63.8 MILLION Exhibit 99.1 SALEM MEDIA GROUP, INC. ANNOUNCES FIRST QUARTER 2018 TOTAL REVENUE OF $63.8 MILLION CAMARILLO, CA May 8, 2018 – Salem Media Group, Inc. (Nasdaq: SALM) released its results for the three months ended March 31, 2018. First Quarter 2018 Results For the quarter ended March 31, 2018 compared to the quarter ended March 31, 2017: Consolidated · Total revenue decreased 1.8% to $63.8 million f
May 8, 2018	8-K	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): May 8, 2018 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction (Commission (IRS Employer of Inco
March 29, 2018	DEF 14A	SALM / Salem Media Group, Inc. DEF 14A DEF 14A 1 tv489435def14a.htm 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 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as pe
March 16, 2018	10-K	SALM / Salem Media Group, Inc. FORM 10-K (Annual Report) 10-K 1 tv48745410k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 000-26497 SALEM MEDIA GROUP, INC. (EX
March 16, 2018	EX-10.02	Employment Agreement, dated July 1, 2017 between Salem Communications Holding Corporation and Stuart W. Epperson. EXHIBIT 10.02 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is entered into as of July 1, 2017, by and between Stuart W. Epperson, an individual ("Executive"), and Salem Communications Holding Corporation, a Delaware corporation (the "Company"). RECITALS WHEREAS, the Executive and the Company are parties to an Employment Agreement, dated July 1, 2016 (the "Old Employment Agreeme
March 16, 2018	EX-14	Code of Ethics EXHIBIT 14 Financial Code of Conduct Salem Media Group, Inc. (the “Company”) has always held itself and its directors and employees to the highest standards of ethical behavior in all business dealings. These standards include an expectation that the integrity of the Company’s financial reporting will never be compromised. All Salem employees and directors have a primary responsibility to ensure t
March 16, 2018	EX-21	Subsidiaries of Salem Media Group, Inc. EXHIBIT 21 SUBSIDIARIES OF SALEM MEDIA GROUP, INC. Name State of Formation Air Hot, Inc. Delaware Bison Media, Inc. Colorado Salem Communications Holding Corporation Ohio Eagle Products, LLC Delaware Inspiration Media, Inc. Washington Inspiration Media of Texas, LLC Texas New Inspiration Broadcasting Company, Inc. California NI Acquisition Corporation California Reach Satellite Network, Inc. Tenne
March 15, 2018	EX-99.1	SALEM MEDIA GROUP, INC. ANNOUNCES FOURTH QUARTER 2017 TOTAL REVENUE OF $67.2 MILLION Exhibit 99.1 SALEM MEDIA GROUP, INC. ANNOUNCES FOURTH QUARTER 2017 TOTAL REVENUE OF $67.2 MILLION CAMARILLO, CA March 15, 2018 – Salem Media Group, Inc. (Nasdaq: SALM) released its results for the three and twelve months ended December 31, 2017. Fourth Quarter 2017 Results For the quarter ended December 31, 2017 compared to the quarter ended December 31, 2016: Consolidated · Total revenue decrease
March 15, 2018	8-K	Regulation FD Disclosure, 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): March 15, 2018 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction (Commission (IRS Employer of I
February 9, 2018	SC 13G/A	SALM / Salem Media Group, Inc. / EPPERSON STUART W - EPPERSON FORM SC 13G/A Passive Investment Schedule 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 18)* Salem Media Group, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 794093 10 4 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Ch
February 9, 2018	SC 13G/A	SALM / Salem Media Group, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SALEM MEDIA GROUP INC (Name of Issuer) Common Stock (Title of Class of Securities) 794093104 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S
November 8, 2017	10-Q	SALM / Salem Media Group, Inc. FORM 10-Q (Quarterly Report) 10-Q 1 tv47786710q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017 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 N
November 7, 2017	EX-99.1	SALEM MEDIA GROUP, INC. ANNOUNCES THIRD QUARTER 2017 TOTAL REVENUE OF $65.4 MILLION Exhibit 99.1 SALEM MEDIA GROUP, INC. ANNOUNCES THIRD QUARTER 2017 TOTAL REVENUE OF $65.4 MILLION CAMARILLO, CA November 7, 2017 ? Salem Media Group, Inc. (Nasdaq: SALM) released its results for the three and nine months ended September 30, 2017. Third Quarter 2017 Results For the quarter ended September 30, 2017 compared to the quarter ended September 30, 2016: Consolidated ? Total revenue decreas
November 7, 2017	8-K	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 7, 2017 SALEM MEDIA GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-26497 77-0121400 (State or Other Jurisdiction (Commission (IRS Employer of
September 20, 2017	EX-10.1	Assignment and Assumption of Real Property Rights and Obligations under Asset Purchase Agreement dated September 12, 2017 between AM 570, LLC and Salem Radio Properties, Inc. EX-10.1 2 v475491ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 ASSIGNMENT AND ASSUMPTION OF REAL PROPERTY RIGHTS AND OBLIGATIONS UNDER ASSET PURCHASE AGREEMENT This Assignment and Assumption of Real Property Rights and Obligations under Asset Purchase Agreement (“Assignment and Assumption”), dated as of September 12, 2017, is entered into by and between AM 570, LLC a Maryland limited liability company (“As
September 20, 2017	EX-10.2	Local Programming and Marketing Agreement dated September 15, 2017 between AM 570, LLC and Salem Media of Virginia, Inc. EX-10.2 3 v475491ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 LOCAL MARKETING AGREEMENT THIS LOCAL MARKETING AGREEMENT (this “Agreement”) is made and entered into as of this 15th day of September, 2017, by and between AM 570, LLC, a Maryland limited liability company (“Licensee”) and Salem Media of Virginia, Inc., a corporation organized and subsisting under the laws of the State of Virginia (the “Program

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