📜 What This Proxy Statement Is 🗓️

A proxy statement is essentially a detailed ballot and educational packet for a company's annual shareholders meeting. Since this document is filed for the 2026 Annual Meeting, it doesn't cover day-to-day operations; instead, it tells shareholders what they need to vote on and why.

This filing is used by Saga Communications (SGA) to solicit proxies—which are legal documents allowing shareholders to vote even if they can’t attend the meeting. Because it is a Definitive Proxy Statement, it contains the final, official recommendations from the Board of Directors regarding corporate governance and key financial appointments.

👉 Why it matters: This document is your guide to voting. It covers everything from who should be on the Board (the directors) to which accountant the company should use, giving you the power to influence SGA's future direction.

🏢 What Saga Communications Does 📻

While the proxy statement focuses heavily on governance, it provides enough context to understand the company's business. Saga Communications operates within the media and communications sector.

SGA’s business is centered around the broadcast industry. The company is managing its public image and structure through its Board of Directors and various committees.

👉 In simple terms: SGA's operations rely heavily on its broadcast infrastructure and its corporate governance structure.

🗓️ Annual Meeting Details & Voting Rules 🗳️

The Annual Meeting of Shareholders is scheduled for Monday, June 1, 2026, at 10:00 a.m. Eastern Daylight Time. SGA has opted for a "completely virtual meeting," meaning shareholders can attend, vote, and ask questions online via the webcast.

The record date—the date the company determines who is eligible to vote—is April 6, 2026. All shareholders of record at that time are entitled to vote.

• Voting Process: Shareholders are strongly encouraged to vote early and through convenient methods:
  • Internet (www.proxyvote.com)
  • Telephone (1-800-690-6903)
  • Mailed proxy card (No postage required in the U.S.)

👉 What you need to know: If you use the Internet or phone, your vote is immediate. If your vote is not specified on the proxy, SGA has stated that your vote will count "FOR" the election of all nominated directors and for Proposals 2 and 3.

🗳️ Proposed Voting Items (Proposals 1, 2, and 3) 🌟

The company is asking shareholders to vote on four main governance topics during the Annual Meeting. These proposals define the structure and compliance requirements for SGA moving forward.

• Proposal 1: Election of Directors: Shareholders will vote to elect seven director nominees to serve until the 2027 Annual Meeting. The Board has established that the number of directors will be fixed at seven.
  • The Election Process: Directors are elected by a plurality vote standard in the state of Florida, meaning the directors receiving the highest number of "FOR" votes will be elected.
  • The Nominees: The Board recommends voting "FOR" all seven nominees. The nominees listed are: Clarke R. Brown, Jr., Roy F. Coppedge III, Christopher S. Forgy, Warren S. Lada, Michael Scafidi, Michael W. Schechter, and Gregory D. Sutherland.
• Proposal 2: Ratify Accountant: Shareholders must vote to ratify the appointment of Crowe LLP as SGA’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
  • The Change: This proposal is necessary because Crowe LLP replaced UHY LLP as the company's principal accountant effective August 12, 2024.
• Proposal 3: Say On Pay: Shareholders are asked to cast a non-binding, advisory vote on the compensation of the Company’s named executive officers.
  • Advisory Role: The Board stresses that the votes for this proposal are advisory and not legally binding on the Board, though they are important for showing shareholder sentiment.

👥 Key Corporate Governance Guidelines and Structure 🛡️

The board of directors is responsible for overseeing the Company’s affairs and ensuring long-term shareholder interest. SGA operates under strict guidelines to maintain its integrity and manage risk.

• Director Independence: The Board has determined that six directors—Brown, Coppedge, Lada, Scafidi, Schechter, and Sutherland—are considered "independent" directors, fulfilling NASDAQ listing requirements. Christopher S. Forgy is noted as not independent due to his role as CEO and President.
• Board Composition: The Board has eight directors, but has fixed the size at seven directors commencing at the Annual Meeting.
• Leadership Separation: The Board believes it is in the best interest of the Company to have the Chairman (Warren S. Lada) and the CEO (Christopher S. Forgy) occupied by separate individuals. This separation, the Board argues, promotes independent oversight and better strategic direction.
• Role in Risk Oversight: The Board oversees various major risks, including operational, financial, legal, regulatory, and cybersecurity. The dedicated Cybersecurity Subcommittee is responsible for monitoring and mitigating these specific technology and data risks.

💰 Board Committee Oversight and Responsibilities 🏛️

The Board delegates specific operational and oversight duties to several specialized committees, each governed by a detailed charter.

• Finance and Audit Committee: This committee’s primary role is to monitor and oversee SGA’s financial reporting and disclosure process. They are responsible for retaining and overseeing the independent registered public accounting firm.
  • Key Members: Brown, Clarke, Scafidi, Schechter, and Sutherland (Clarke is currently the Chairman).
  • Audit Oversight: This committee confirmed that it reviewed the audited financial statements for the year ended December 31, 2025, and recommended them for filing.
• Compensation Committee: This committee recommends the CEO's compensation package to the Board. It also oversees all director compensation and manages the Company’s stock and incentive plans (like the 2023 Incentive Compensation Plan and the CEO Plan).
• Nominating and Corporate Governance Committee: This committee is responsible for the entire director nomination process. It recommends qualified nominees to the Board and is tasked with reviewing the Company’s overall governance policies.
• Cybersecurity Subcommittee: Formed on December 7, 2023, this subcommittee is dedicated to overseeing the Company’s cybersecurity program. Its responsibilities include assessing cybersecurity risks, monitoring the threat environment, and overseeing the Company’s technology infrastructure investments.

💹 Director Compensation and Expenses 💵

This section details the compensation paid to non-employee directors and the compensation structure for the Board itself.

• Annual Cash Retainer: Each non-employee director receives an annual cash retainer of $72,000. Directors who chair a committee or subcommittee receive an additional $10,000 annual retainer.
• Stock Awards: Non-employee directors each received annual stock grants valued at $53,000.
• Total Range: Compensation totals varied by director. For example, Mr. Brown received a total of $141,481, while Ms. Lobaito received a total of $25,975 for the fiscal year ended December 31, 2025.
• Director Holding: All non-employee directors are required to hold and maintain 1,250 shares of the Company’s Class A Common Stock.

💰 Beneficial Ownership (Stock Holdings) 📈

This table is a snapshot of who owns SGA's stock as of April 6, 2026. It highlights large institutional investors and management stake.

• Largest Shareholder: Michael W. Schechter holds the largest reported stake with 1,171,574 shares, representing 18.4% of the Class A Common Stock.
• Top Institutions: The largest block holders are institutional investors:
  • TowerView LLC: 1,161,144 shares (18.2%)
  • Edward K. Christian Trust et. al.: 881,044 shares (13.8%)
  • Gate City Capital Management, LLC et. al.: 863,845 shares (13.6%)
• Management Stake: All directors, nominees, and executive officers collectively hold 1,475,926 shares, accounting for 23.2% of the Class A Common Stock.

🤝 Related Party Transactions (Internal Transactions) 👨‍👩‍👧‍👦

These sections detail payments and roles involving individuals with a personal connection to the Board or former leadership of the company, which is essential for identifying potential conflicts of interest.

• Eric Christian: (Son of former Chairman, Edward K. Christian). He was employed as Chief Marketing Officer in the 2024 fiscal year, receiving an aggregate salary and bonus of $195,000. For the 2025 fiscal year, this amount was $187,500.
• Sera Christian: (Granddaughter of former Chairman, Edward K. Christian). She has been employed as Streaming Traffic Manager with a stable annual salary of $50,000 for both the 2024 and 2025 fiscal years.
• Wendy Wagner: (Stepdaughter of the CEO, Christopher S. Forgy). She was hired in October 2025 and was paid approximately $20,000 in salary for the 2025 fiscal year.

👉 What this signals: The Company formally approves these relationships, which indicates that the Board believes these employment relationships are conducted on terms that are fair and are in the company's best interest.

📚 Auditor and Accounting Details ⚖️

The filing provides deep details regarding the company’s independent auditors, their fees, and the process of changing accounting firms.

• Independent Auditor: The Finance and Audit Committee has appointed Crowe LLP to serve as the independent registered public accounting firm for the 2026 fiscal year.
• Change of Auditor: Crowe LLP replaced UHY LLP, following a competitive process approved by the committee on August 12, 2024.
• Report Integrity: The reports from the previous auditors (UHY LLP) for fiscal years 2023 and 2022 did not contain any adverse opinions or disclaimers.
• Fee Comparison: The total aggregate fees for the fiscal year ended December 31, 2025, were $470,500 (billed by Crowe LLP). This compares to the fees of $456,250 billed by the former auditor, UHY LLP, for the fiscal year ended December 31, 2024.

⚙️ Committee Specifics and Charters 📐

The proxy statement dedicates sections to the detailed responsibilities and rules governing the board's specialized committees, which define the Company's internal controls.

• Finance and Audit Committee Charter: This charter makes it clear that the Committee's role is oversight, not performing the audit. They are responsible for recommending and overseeing the independent auditor.
• Cybersecurity Subcommittee Charter: This charter outlines its broad authority to oversee the Company’s entire cybersecurity program, including risk identification, monitoring the threat environment, and reviewing significant investments in technology and infrastructure.
• Compensation Committee Charter: This charter solidifies the committee’s role in recommending the CEO’s pay, but also clarifies that the Board makes the final decision.

📧 Key Contacts and Next Steps 📞

This section provides logistical information for shareholders wishing to participate in the meeting or request materials.

• Corporate Headquarters: Saga Communications, Inc., 73 Kercheval Avenue, Grosse Pointe Farms, Michigan 48236.
• Corporate Secretary: Katherine L. Semivan.
• Chief Financial Officer (CFO): For requests by phone, call (313) 886-7070.
• Website: Shareholders can confirm the meeting status and find documents on www.sagacom.com.

🧠 The Analogy

Think of a corporation like a large, complex ship. The proxy statement is like the captain's detailed logbook for the upcoming port visit (the Annual Meeting). It doesn't tell you how fast the ship sailed last year (that's the 10-K); instead, it lays out who has the authority to command (the Board of Directors), which crew members are qualified for specific jobs (the committees), and what rules govern those jobs (the charters). Every vote, from electing a new co-pilot to approving the map supplier (the auditor), determines the ship's heading for the next year.

🧩 Final Takeaway

The proxy statement is a governance playbook, not a performance report. It tells shareholders that the company structure is heavily regulated, requiring votes on directors, the external accountant, and executive pay. The key takeaway is the sheer depth of oversight—with separate committees governing everything from finance to cybersecurity—which signals a commitment to formal, regulated corporate best practices.