Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On March 23, 2023, MediaCo Holding Inc. (the "Company") filed Articles of Amendment to its Articles of Amendment of Amended & Restated Articles of Incorporation to increase the number of authorized shares of its Series A Convertible Preferred Stock (the "Convertible Preferred Stock") from 300,000 to 500,000. The additional shares will only be issued in payment of the PIK dividend payable on outstanding shares of the Convertible Preferred Stock.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

None.

(b) Pro Forma Financial Information.

None.

(c) Shell Company Transactions.

None

(d) Exhibits.

See the Exhibit Index below, which is incorporated by reference herein.

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