Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On December 2, 2022, the Board of Directors (the "Board") of MediaCo Holding Inc. (the "Company") elected Robert L. Greene, age 54, as a Class B member of the Board to fill a vacancy resulting from the resignation from the Board of Laura A. Lee. Ms. Lee's decision to resign as a director is not the result of any dispute or disagreement with the Company, its management, the Board, or any matter relating to the Company's operations, policies or practices. Ms. Lee's resignation, and Mr. Greene's election, shall both be effective on effective December 31, 2022. Mr. Greene will also be appointed to the Audit Committee of the Board as of such date and shall serve as the Chairman of the Audit Committee.

Pursuant to the Amended and Restated Articles of Incorporation of the Company, in the event of the resignation of a Class B Director, the vacancy on the Board created thereby shall be filled by a majority of the directors then in office in accordance with the instructions given to such directors by SG Broadcasting LLC ("SG"), and Mr. Greene was elected in accordance with such instructions. Mr. Greene shall receive compensation in accordance with the compensation payable to other members of the Board who are not employees of Emmis Communications Corporation, as described in the Company's proxy statement for its 2022 annual meeting of shareholders, filed with the Securities and Exchange Commission on April 22, 2022.

Mr. Greene has been the President and Chief Executive Officer of the National Association of Investment Companies, the industry trade association and largest network of diverse-owned alternative asset class investment firms, since February 2013. He was the Head of Investor Relations of Syndicated Communications Venture Partners, a venture capital firm, from June 2007 to December 2013. Mr. Greene currently serves on the board of directors and audit committee of Travelport, a UK-based travel technology company, the board of directors of Transworld Systems Inc., a privately held, private equity-backed company that provides debt collection services for Fortune 500 companies on a global basis, and the board of directors of Synergy Infrastructure Holdings, a privately held, private equity-backed company that is a leading provider of compact, heavy and pump equipment rentals. Previously, he also served on the board of directors and audit committee of Starboard Value Acquisition Corporation, a blank check company focused, which in July 2021 merged with Cyxtera Technologies, Inc. (Nasdaq: CYXT), a global leader in colocation and interconnection services.

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